Tenn. Code Ann. § 48-249-102 — TN Code / Title 48 / Chapter 249 / Section 48-249-102
Chapter definitions
Status: in_force

As used in this chapter, unless the context otherwise requires: (1) "Annual report" means the form required by § 48-249-1017 ; (2) "Articles" or "articles of organization" means, in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. In the case of a foreign LLC, "articles" or "articles of organization" means all documents serving a similar function required to be filed with the secretary of state or other state office of the foreign LLC's jurisdiction of formation; (3) "Business" means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit; (4) "Code" means the Internal Revenue Code of 1986 (26 U.S.C.), including all successor provisions to the sections referenced in this chapter; (5) "Confirmation of good standing" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner; (6) "Director" means an individual who is vested with authority as a director under § 48-249-401(c) ; (7) "Director-managed LLC" means an LLC that is so designated in its articles; (8) "Distribution" means a direct or indirect transfer of money or other property by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. A distribution may be in the form of an interim distribution under § 48-249-305 or a liquidation distribution under § 48-249-620 ; of a purchase, redemption, or other acquisition of its membership interests or financial rights; of a distribution of indebtedness, which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the LLC's members or holders of financial rights, as applicable; or of any other transaction. "Distribution" does not mean amounts paid to or for the benefit of members, or holders of financial rights as compensation or benefits for services rendered by them in their capacities as members, holders, officers, managers, directors or agents; (9) "Entity" means, whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments; (10) (A) "Family LLC" means an LLC in which, at the relevant time, members of the same family hold, in the aggregate, whether as members or holders of financial rights, at least fifty percent (50%) of the financial rights in the LLC. "Members of the same family," as used in this subdivision (10) means two (2) or more individuals as to one (1) of whom, referred to as the "common relative," each of the others bears one (1) of the following relationships: (i) A spouse or former spouse of the common relative; (ii) An ancestor or lineal descendant of the common relative; (iii) An ancestor of the spouse or former spouse of the common relative; (iv) A brother or sister of the common relative; (v) A lineal descendant of any individual described in subdivision (10)(A)(iv); (vi) A spouse or former spouse of any individual described in subdivisions (10)(A)(ii)-(v); (vii) A lineal descendant of any individual described in subdivision (10)(A)(vi); (B) (i) For the purpose of determining "members of the same family": (a) Relationship by adoption shall be treated the same as relationship by blood; (b) Financial rights held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Code ( 26 U.S.C. §§ 267(b) and 707(b) ), respectively, to any individual shall be deemed to be held by such individual; (c) The common relative need not be a member of or holder of financial rights in the LLC; and (d) The common relative need not be living, but, if deceased, may not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (10)(B)(i), be members of the same family; (ii) For purposes of the proviso in subdivision (10)(B)(i)( d ), a spouse, or former spouse, shall be treated as being of the same generation as the individual to whom such spouse is, or was, married; (iii) For purposes of this subdivision (10), the word "fiduciary," as used in § 267(b) of the Code, shall be treated as a trust and an entity; (11) "Financial rights" means a member's or holder's rights to: (A) Share in profits and losses, as provided in § 48-249-304 ; (B) Share in and receive distributions, as provided in § 48-249-305 ; (C) Receive liquidation distributions, as provided in § 48-249-620 ; and (D) Transfer the financial rights described in subdivisions (11)(A)-(C), as provided in § 48-249-507 ; (12) "Foreign LLC," or an LLC that is designated as "foreign," means a limited liability company that is formed under the laws of a jurisdiction other than this state; (13) "Governance rights" means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13); (14) "Holder of financial rights" or "holder" means a person, other than a member, owning any financial rights in an LLC. A holder of financial rights may acquire its financial rights, either by transfer of ownership from a member or other holder, or directly from the LLC; (15) "LLC," sometimes referred to as a "domestic LLC" or an LLC that is designated as "domestic," means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act; (16) "LLC documents" means either, or both: (A) An LLC's articles; and (B) If the LLC has an operating agreement, whether written or oral, its operating agreement; (17) "Majority vote" means, with respect to a vote of the members, managers, or directors, as applicable: (A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter; or (B) If voting is determined otherwise under the LLC documents, a majority in voting interest of the members, managers or directors, as applicable, entitled to vote on a specific matter, as determined under the LLC documents; (18) "Manager" means a person who is vested with authority as a manager under § 48-249-401(b) ; (19) "Manager-managed LLC" means an LLC that is so designated in its articles; (20) "Member" means a person that has been admitted to an LLC as a member, as provided in § 48-249-501 . With respect to a foreign LLC, "member" means a person recognized as a member of the foreign LLC, under the laws of the jurisdiction of formation of the foreign LLC; (21) "Member-managed LLC" means an LLC that is so designated in its articles; (22) "Membership interest" means a member's interest in an LLC, which shall consist of the member's financial rights and governance rights; (23) "Officer" means an individual, who is vested with authority as an officer under § 48-249-401(e) ; (24) "Operating agreement" means an agreement described in § 48-249-203(a) ; (25) "Person" means an individual or an entity; (26) "Personal representative" means, as to an individual, the executor, administrator, guardian, conservator, trustee or other legal representative of the individual, and, as to an entity, the legal representative or successor of the entity; (27) "Principal executive office" means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter; (28) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal; (29) "Professional limited liability company," "professional LLC" or "PLLC" has the meaning set forth in § 48-249-1102 ; (30) "Record" means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form; (31) "Registered agent" means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter; (32) "Registered office" means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter; (33) "Representative" means, as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC; (34) "Secretary of state" means the individual who holds the office of secretary of state of this state; (35) "State," when referring to a part of the United States other than this state, means a state, a commonwealth, the District of Columbia and a territory and insular possession of the United States, and their respective agencies and governmental subdivisions; (36) "Tax clearance for termination or withdrawal" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties, and taxes as required by the revenue laws of this state; and (37) "Transfer" means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 11 - 15; 2010 , ch. 741, § 37; 2011 , ch. 99, §§ 11-13.
As used in this chapter, unless the context otherwise requires:
(1) "Annual report" means the form required by § 48-249-1017 ;
(2) "Articles" or "articles of organization" means, in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. In the case of a foreign LLC, "articles" or "articles of organization" means all documents serving a similar function required to be filed with the secretary of state or other state office of the foreign LLC's jurisdiction of formation;
(3) "Business" means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit;
(4) "Code" means the Internal Revenue Code of 1986 (26 U.S.C.), including all successor provisions to the sections referenced in this chapter;
(5) "Confirmation of good standing" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner;
(6) "Director" means an individual who is vested with authority as a director under § 48-249-401(c) ;
(7) "Director-managed LLC" means an LLC that is so designated in its articles;
(8) "Distribution" means a direct or indirect transfer of money or other property by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. A distribution may be in the form of an interim distribution under § 48-249-305 or a liquidation distribution under § 48-249-620 ; of a purchase, redemption, or other acquisition of its membership interests or financial rights; of a distribution of indebtedness, which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the LLC's members or holders of financial rights, as applicable; or of any other transaction. "Distribution" does not mean amounts paid to or for the benefit of members, or holders of financial rights as compensation or benefits for services rendered by them in their capacities as members, holders, officers, managers, directors or agents;
(9) "Entity" means, whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments;
(10) (A) "Family LLC" means an LLC in which, at the relevant time, members of the same family hold, in the aggregate, whether as members or holders of financial rights, at least fifty percent (50%) of the financial rights in the LLC. "Members of the same family," as used in this subdivision (10) means two (2) or more individuals as to one (1) of whom, referred to as the "common relative," each of the others bears one (1) of the following relationships: (i) A spouse or former spouse of the common relative; (ii) An ancestor or lineal descendant of the common relative; (iii) An ancestor of the spouse or former spouse of the common relative; (iv) A brother or sister of the common relative; (v) A lineal descendant of any individual described in subdivision (10)(A)(iv); (vi) A spouse or former spouse of any individual described in subdivisions (10)(A)(ii)-(v); (vii) A lineal descendant of any individual described in subdivision (10)(A)(vi); (B) (i) For the purpose of determining "members of the same family": (a) Relationship by adoption shall be treated the same as relationship by blood; (b) Financial rights held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Code ( 26 U.S.C. §§ 267(b) and 707(b) ), respectively, to any individual shall be deemed to be held by such individual; (c) The common relative need not be a member of or holder of financial rights in the LLC; and (d) The common relative need not be living, but, if deceased, may not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (10)(B)(i), be members of the same family; (ii) For purposes of the proviso in subdivision (10)(B)(i)( d ), a spouse, or former spouse, shall be treated as being of the same generation as the individual to whom such spouse is, or was, married; (iii) For purposes of this subdivision (10), the word "fiduciary," as used in § 267(b) of the Code, shall be treated as a trust and an entity;
(A) "Family LLC" means an LLC in which, at the relevant time, members of the same family hold, in the aggregate, whether as members or holders of financial rights, at least fifty percent (50%) of the financial rights in the LLC. "Members of the same family," as used in this subdivision (10) means two (2) or more individuals as to one (1) of whom, referred to as the "common relative," each of the others bears one (1) of the following relationships: (i) A spouse or former spouse of the common relative; (ii) An ancestor or lineal descendant of the common relative; (iii) An ancestor of the spouse or former spouse of the common relative; (iv) A brother or sister of the common relative; (v) A lineal descendant of any individual described in subdivision (10)(A)(iv); (vi) A spouse or former spouse of any individual described in subdivisions (10)(A)(ii)-(v); (vii) A lineal descendant of any individual described in subdivision (10)(A)(vi);
(i) A spouse or former spouse of the common relative;
(ii) An ancestor or lineal descendant of the common relative;
(iii) An ancestor of the spouse or former spouse of the common relative;
(iv) A brother or sister of the common relative;
(v) A lineal descendant of any individual described in subdivision (10)(A)(iv);
(vi) A spouse or former spouse of any individual described in subdivisions (10)(A)(ii)-(v);
(vii) A lineal descendant of any individual described in subdivision (10)(A)(vi);
(B) (i) For the purpose of determining "members of the same family": (a) Relationship by adoption shall be treated the same as relationship by blood; (b) Financial rights held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Code ( 26 U.S.C. §§ 267(b) and 707(b) ), respectively, to any individual shall be deemed to be held by such individual; (c) The common relative need not be a member of or holder of financial rights in the LLC; and (d) The common relative need not be living, but, if deceased, may not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (10)(B)(i), be members of the same family; (ii) For purposes of the proviso in subdivision (10)(B)(i)( d ), a spouse, or former spouse, shall be treated as being of the same generation as the individual to whom such spouse is, or was, married; (iii) For purposes of this subdivision (10), the word "fiduciary," as used in § 267(b) of the Code, shall be treated as a trust and an entity;
(i) For the purpose of determining "members of the same family": (a) Relationship by adoption shall be treated the same as relationship by blood; (b) Financial rights held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Code ( 26 U.S.C. §§ 267(b) and 707(b) ), respectively, to any individual shall be deemed to be held by such individual; (c) The common relative need not be a member of or holder of financial rights in the LLC; and (d) The common relative need not be living, but, if deceased, may not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (10)(B)(i), be members of the same family;
(a) Relationship by adoption shall be treated the same as relationship by blood;
(b) Financial rights held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Code ( 26 U.S.C. §§ 267(b) and 707(b) ), respectively, to any individual shall be deemed to be held by such individual;
(c) The common relative need not be a member of or holder of financial rights in the LLC; and
(d) The common relative need not be living, but, if deceased, may not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (10)(B)(i), be members of the same family;
(ii) For purposes of the proviso in subdivision (10)(B)(i)( d ), a spouse, or former spouse, shall be treated as being of the same generation as the individual to whom such spouse is, or was, married;
(iii) For purposes of this subdivision (10), the word "fiduciary," as used in § 267(b) of the Code, shall be treated as a trust and an entity;
(11) "Financial rights" means a member's or holder's rights to: (A) Share in profits and losses, as provided in § 48-249-304 ; (B) Share in and receive distributions, as provided in § 48-249-305 ; (C) Receive liquidation distributions, as provided in § 48-249-620 ; and (D) Transfer the financial rights described in subdivisions (11)(A)-(C), as provided in § 48-249-507 ;
(A) Share in profits and losses, as provided in § 48-249-304 ;
(B) Share in and receive distributions, as provided in § 48-249-305 ;
(C) Receive liquidation distributions, as provided in § 48-249-620 ; and
(D) Transfer the financial rights described in subdivisions (11)(A)-(C), as provided in § 48-249-507 ;
(12) "Foreign LLC," or an LLC that is designated as "foreign," means a limited liability company that is formed under the laws of a jurisdiction other than this state;
(13) "Governance rights" means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13);
(14) "Holder of financial rights" or "holder" means a person, other than a member, owning any financial rights in an LLC. A holder of financial rights may acquire its financial rights, either by transfer of ownership from a member or other holder, or directly from the LLC;
(15) "LLC," sometimes referred to as a "domestic LLC" or an LLC that is designated as "domestic," means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act;
(16) "LLC documents" means either, or both: (A) An LLC's articles; and (B) If the LLC has an operating agreement, whether written or oral, its operating agreement;
(A) An LLC's articles; and
(B) If the LLC has an operating agreement, whether written or oral, its operating agreement;
(17) "Majority vote" means, with respect to a vote of the members, managers, or directors, as applicable: (A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter; or (B) If voting is determined otherwise under the LLC documents, a majority in voting interest of the members, managers or directors, as applicable, entitled to vote on a specific matter, as determined under the LLC documents;
(A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter; or
(B) If voting is determined otherwise under the LLC documents, a majority in voting interest of the members, managers or directors, as applicable, entitled to vote on a specific matter, as determined under the LLC documents;
(18) "Manager" means a person who is vested with authority as a manager under § 48-249-401(b) ;
(19) "Manager-managed LLC" means an LLC that is so designated in its articles;
(20) "Member" means a person that has been admitted to an LLC as a member, as provided in § 48-249-501 . With respect to a foreign LLC, "member" means a person recognized as a member of the foreign LLC, under the laws of the jurisdiction of formation of the foreign LLC;
(21) "Member-managed LLC" means an LLC that is so designated in its articles;
(22) "Membership interest" means a member's interest in an LLC, which shall consist of the member's financial rights and governance rights;
(23) "Officer" means an individual, who is vested with authority as an officer under § 48-249-401(e) ;
(24) "Operating agreement" means an agreement described in § 48-249-203(a) ;
(25) "Person" means an individual or an entity;
(26) "Personal representative" means, as to an individual, the executor, administrator, guardian, conservator, trustee or other legal representative of the individual, and, as to an entity, the legal representative or successor of the entity;
(27) "Principal executive office" means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter;
(28) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal;
(29) "Professional limited liability company," "professional LLC" or "PLLC" has the meaning set forth in § 48-249-1102 ;
(30) "Record" means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form;
(31) "Registered agent" means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter;
(32) "Registered office" means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter;
(33) "Representative" means, as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC;
(34) "Secretary of state" means the individual who holds the office of secretary of state of this state;
(35) "State," when referring to a part of the United States other than this state, means a state, a commonwealth, the District of Columbia and a territory and insular possession of the United States, and their respective agencies and governmental subdivisions;
(36) "Tax clearance for termination or withdrawal" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties, and taxes as required by the revenue laws of this state; and
(37) "Transfer" means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 11 - 15; 2010 , ch. 741, § 37; 2011 , ch. 99, §§ 11-13.
Tenn. Code Ann. § 48-61-113 — TN Code / Title 48 / Chapter 61 / Section 48-61-113
Entity conversion of domestic nonprofit corporation to foreign unincorporated entity - Articles of charter surrender
Status: in_force

(a) Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity; (3) A statement that the conversion was duly approved by the members or the board of directors or otherwise in the manner required by this chapter and the charter; (4) The jurisdiction under the laws of which the survivor will be organized; and (5) If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion. (b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-51-304 . Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity; (3) A statement that the conversion was duly approved by the members or the board of directors or otherwise in the manner required by this chapter and the charter; (4) The jurisdiction under the laws of which the survivor will be organized; and (5) If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.
(1) The name of the corporation;
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;
(3) A statement that the conversion was duly approved by the members or the board of directors or otherwise in the manner required by this chapter and the charter;
(4) The jurisdiction under the laws of which the survivor will be organized; and
(5) If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-51-304 .
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-18-403 — TN Code / Title 48 / Chapter 18 / Section 48-18-403
Standards of conduct for officers
Status: in_force

(a) An officer with discretionary authority shall discharge all duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interest of the corporation. (b) In discharging such duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of office in compliance with this section. Acts 1986, ch. 887, § 8.42; 1994, ch. 776, § 34.
(a) An officer with discretionary authority shall discharge all duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interest of the corporation.
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the officer reasonably believes to be in the best interest of the corporation.
(b) In discharging such duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(1) One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of office in compliance with this section.
Acts 1986, ch. 887, § 8.42; 1994, ch. 776, § 34.
Tenn. Code Ann. § 48-224-101 — TN Code / Title 48 / Chapter 224 / Section 48-224-101
Members vote
Status: in_force

Unless otherwise provided in the articles or operating agreement, each member shall have equal voting power per capita with each other member. Acts 1994, ch. 868, § 1.
Unless otherwise provided in the articles or operating agreement, each member shall have equal voting power per capita with each other member.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-109 — TN Code / Title 48 / Chapter 249 / Section 48-249-109
Registered office and registered agent
Status: in_force

(a) Registered office and agent. Each domestic and foreign LLC shall continuously maintain in this state: (1) A registered office, which may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. (b) New registered agent required. If a registered agent resigns or is unable to perform the required duties, the affected domestic or foreign LLC shall promptly designate another registered agent, to the end that each domestic LLC and each foreign LLC authorized to transact business in this state shall at all times have a registered agent in this state. Amended by 2023 Tenn. Acts, ch. 102,s 6, eff. 7/1/2023. Acts 2005, ch. 286, § 1.
(a) Registered office and agent. Each domestic and foreign LLC shall continuously maintain in this state: (1) A registered office, which may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(1) A registered office, which may be the same as any of its places of business; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b) New registered agent required. If a registered agent resigns or is unable to perform the required duties, the affected domestic or foreign LLC shall promptly designate another registered agent, to the end that each domestic LLC and each foreign LLC authorized to transact business in this state shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 6, eff. 7/1/2023.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-61-107 — TN Code / Title 48 / Chapter 61 / Section 48-61-107
Articles of merger or membership exchange - Contents - Filing
Status: in_force

(a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth: (1) The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective; (2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation; (3) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors; (4) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan; (5) If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of merger or membership exchange was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and (6) As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents. (b) The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange. Amended by 2014 Tenn. Acts, ch. 899,s 71, eff. 1/1/2015. Acts 1987, ch. 242, § 11.07.
(a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth: (1) The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective; (2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation; (3) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors; (4) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan; (5) If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of merger or membership exchange was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and (6) As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.
(1) The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective;
(2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation;
(3) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors;
(4) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan;
(A) The votes entitled to be cast if there is no voting by voting groups; or
(B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan;
(5) If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of merger or membership exchange was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and
(A) The plan of merger or membership exchange was approved by order of a court of record of this state; or
(B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and
(6) As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.
(b) The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange.
Amended by 2014 Tenn. Acts, ch. 899,s 71, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.07.
Tenn. Code Ann. § 48-69-103 — TN Code / Title 48 / Chapter 69 / Section 48-69-103
Chapter definitions
Status: in_force

As used in this chapter: (1) "Area" or "TVA area" means the area of the Tennessee Valley authority as described in § 15(d)(a) of the Tennessee Valley Authority Act of 1933 ( 16 U.S.C. § 831n-4 ); (2) "Board" means a G&T cooperative's board of directors or the necessary number of the board of directors to take action; (3) "Distribution cooperative" means an electric cooperative that has been heretofore incorporated under the former Electric Cooperative Law, formerly compiled in title 65, chapter 25, part 1, or that has been or hereafter is incorporated under the Rural Electric and Community Services Cooperative Act, compiled in title 65, chapter 25, or that has been or is created as an electric cooperative, electric power association or other similar nonprofit organization or association under the laws of another state, and that is also engaged, in whole or in part, in the distribution of electrical power at retail to its members as the ultimate end-users of such electrical power and energy; (4) "Energy acquisition corporation" means an entity created and operating pursuant to the authority established in the Energy Acquisitions Corporation Act, compiled in title 7, chapter 39; (5) "Existing G&T cooperative" means a nonprofit corporation created, under chapters 51-68 of this title, title 65, chapter 25, or by a charter of incorporation relying upon both or parts of either of these statutes that, as of June 23, 2009, does not have retail residential, commercial or industrial customers and that, as of June 23, 2009, has secured a determination of exemption from taxation as a § 501(c)(12) organization under the federal Internal Revenue Code ( 26 U.S.C. § 501(c)(12) ); (6) "Governmental electric system" means a state, municipal, county or other political subdivision or local governmental entity of this state or of any other state that is engaged, in whole or in part, in the distribution of electrical power at retail to its customers as the ultimate end-users of the electrical power and energy, and "governmental electric system" may, at the election of the G&T cooperative for purposes of membership in the G&T cooperative, include the Tennessee Valley authority, all as provided in the bylaws of the G&T cooperative; (7) "G&T cooperative" or "G&T cooperatives" means one (1) or more nonprofit cooperative membership corporations organized under or otherwise subject to this chapter; (8) "Lease-sale" means an agreement whereby the possession and use of assets and properties would be transferred to a lessee-purchaser for a stated or determinable period in time, during or at the end of which the lessee-purchaser would have the right and be obligated, or would have the option, to purchase and acquire, or would without further act acquire fee simple title to the assets and properties for a price expressly stated in the agreement or for a price determinable by a formula contained in the agreement, whether or not any portion of any lease-hold or rental payments would be creditable as a part of the price; (9) "Member" means a distribution cooperative or governmental electric system, as applicable, having the right through its duly appointed agent or representative to vote for the directors of a G&T cooperative and upon other matters as provided in this chapter and as provided in a G&T cooperative's charter or bylaws, and includes each incorporator of a G&T cooperative. Each such cooperative or system shall exercise its respective voting rights through its duly appointed or designated agent or representative. The rights shall be exercised as prescribed in the charter, bylaws or other organizational or governance instruments of a G&T cooperative; (10) "Patron" means a person agreeing to receive or already receiving, or who in the past has received, one (1) or more of the services rendered by a G&T cooperative, whether the person is a member or not. "Nonmember patron" means a person who or that is not or was not a member; and (11) "Person" includes any natural person, firm, association, corporation, cooperative, membership corporation, distribution cooperative, electric power association, business trust, partnership and federal, state or local governments, or departments, agencies or any other political subdivision thereof, including, without limitation, an energy acquisition corporation. Acts 2009 , ch. 475, § 1; 2010 , ch. 1035, § 1.
As used in this chapter:
(1) "Area" or "TVA area" means the area of the Tennessee Valley authority as described in § 15(d)(a) of the Tennessee Valley Authority Act of 1933 ( 16 U.S.C. § 831n-4 );
(2) "Board" means a G&T cooperative's board of directors or the necessary number of the board of directors to take action;
(3) "Distribution cooperative" means an electric cooperative that has been heretofore incorporated under the former Electric Cooperative Law, formerly compiled in title 65, chapter 25, part 1, or that has been or hereafter is incorporated under the Rural Electric and Community Services Cooperative Act, compiled in title 65, chapter 25, or that has been or is created as an electric cooperative, electric power association or other similar nonprofit organization or association under the laws of another state, and that is also engaged, in whole or in part, in the distribution of electrical power at retail to its members as the ultimate end-users of such electrical power and energy;
(4) "Energy acquisition corporation" means an entity created and operating pursuant to the authority established in the Energy Acquisitions Corporation Act, compiled in title 7, chapter 39;
(5) "Existing G&T cooperative" means a nonprofit corporation created, under chapters 51-68 of this title, title 65, chapter 25, or by a charter of incorporation relying upon both or parts of either of these statutes that, as of June 23, 2009, does not have retail residential, commercial or industrial customers and that, as of June 23, 2009, has secured a determination of exemption from taxation as a § 501(c)(12) organization under the federal Internal Revenue Code ( 26 U.S.C. § 501(c)(12) );
(6) "Governmental electric system" means a state, municipal, county or other political subdivision or local governmental entity of this state or of any other state that is engaged, in whole or in part, in the distribution of electrical power at retail to its customers as the ultimate end-users of the electrical power and energy, and "governmental electric system" may, at the election of the G&T cooperative for purposes of membership in the G&T cooperative, include the Tennessee Valley authority, all as provided in the bylaws of the G&T cooperative;
(7) "G&T cooperative" or "G&T cooperatives" means one (1) or more nonprofit cooperative membership corporations organized under or otherwise subject to this chapter;
(8) "Lease-sale" means an agreement whereby the possession and use of assets and properties would be transferred to a lessee-purchaser for a stated or determinable period in time, during or at the end of which the lessee-purchaser would have the right and be obligated, or would have the option, to purchase and acquire, or would without further act acquire fee simple title to the assets and properties for a price expressly stated in the agreement or for a price determinable by a formula contained in the agreement, whether or not any portion of any lease-hold or rental payments would be creditable as a part of the price;
(9) "Member" means a distribution cooperative or governmental electric system, as applicable, having the right through its duly appointed agent or representative to vote for the directors of a G&T cooperative and upon other matters as provided in this chapter and as provided in a G&T cooperative's charter or bylaws, and includes each incorporator of a G&T cooperative. Each such cooperative or system shall exercise its respective voting rights through its duly appointed or designated agent or representative. The rights shall be exercised as prescribed in the charter, bylaws or other organizational or governance instruments of a G&T cooperative;
(10) "Patron" means a person agreeing to receive or already receiving, or who in the past has received, one (1) or more of the services rendered by a G&T cooperative, whether the person is a member or not. "Nonmember patron" means a person who or that is not or was not a member; and
(11) "Person" includes any natural person, firm, association, corporation, cooperative, membership corporation, distribution cooperative, electric power association, business trust, partnership and federal, state or local governments, or departments, agencies or any other political subdivision thereof, including, without limitation, an energy acquisition corporation.
Acts 2009 , ch. 475, § 1; 2010 , ch. 1035, § 1.
Tenn. Code Ann. § 48-218-102 — TN Code / Title 48 / Chapter 218 / Section 48-218-102
Assignment of a membership interest or governance rights
Status: in_force

(a) Transfer of Membership Interests Restricted. A member may assign the member's full membership interest only by assigning all of the member's governance rights coupled with an assignment to the same assignee of all the member's financial rights. A member's governance rights are assignable only as provided in this section. A member or holder of a financial right has no power to assign all or any part of the member's membership interest or financial rights, except as provided in § 48-218-101 and this section. (b) Consents Required. (1) Except as otherwise provided in the articles or the operating agreement, a member may, without the consent of any other member, assign governance rights to another member. (2) (A) Except as provided in subdivisions (b)(2)(B) and (C), any other assignment of any governance rights is effective only if all the members, other than the member seeking to make the assignment, approve the assignment by unanimous consent or if the articles or operating agreement so permit, if the assignment is approved in accordance with § 48-232-102 . The consent of a member may be evidenced in any manner specified in the articles or operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by such person. The giving of consent is at the discretion of the consenting party and may be unreasonably withheld. (B) If the articles or operating agreement so provide, the governors who are members may approve, by a majority or greater in number of the nonassigning governors who are members, the assignment of governance rights to a nonmember. In the event there are no nonassigning governors who are members, the assignment must be approved by unanimous consent of the governors or, if the articles or operating agreement so permit, the assignment shall be approved by at least a majority vote of the members exclusive of the member seeking to make the assignment. (C) Pursuant to § 48-232-102(a) , if permitted in the articles or operating agreement, the governance rights associated with membership interests or classes of membership interests may be assigned without the consent of the members or the governors who are members. (c) Effect on Membership. When an assignment of governance rights is effective under subsection (b): (1) The assignee becomes a member, if not already a member; (2) If the assignor does not retain any governance rights, the assignor ceases to be a member, and the consent required under subsection (b), shall, if applicable, also constitute the consent to avoid dissolution that would otherwise result under § 48-245-101(a)(5) ; and (3) An assignee who has become a member has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities, of a member under the articles, any operating agreement and chapters 201-248 of this title. (d) Effect on Liability for Contributions and Illegal Distributions. When an assignment is effective under subsection (a): (1) The assignee is liable for any obligations of the assignor under § 48-232-101 existing at the time of transfer, except to the extent that, at the time the assignee became a member, the liability was unknown to the assignee, and could not be ascertained from the required records of the LLC; (2) Notwithstanding subdivision (d)(1), the assignee shall not be liable for the obligations of the assignor under § 48-237-101 ; and (3) The assignor is not released from liability to the LLC for obligations of the assignor existing at the time of transfer under §§ 48-232-101 and 48-237-101 . (e) Pledge of Membership Interest. Unless otherwise provided in the articles or an operating agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the membership interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member. (f) Consequences of Ineffective Assignment. If any purported or attempted assignment of governance rights is ineffective for failure to obtain the consent required in subsection (b): (1) The purported or attempted assignment is ineffective in its entirety; and (2) Any assignment of financial rights that accompanied the purported or attempted assignment of governance rights is void. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 25-27; 1999, ch. 455, §§ 13 - 15.
(a) Transfer of Membership Interests Restricted. A member may assign the member's full membership interest only by assigning all of the member's governance rights coupled with an assignment to the same assignee of all the member's financial rights. A member's governance rights are assignable only as provided in this section. A member or holder of a financial right has no power to assign all or any part of the member's membership interest or financial rights, except as provided in § 48-218-101 and this section.
(b) Consents Required. (1) Except as otherwise provided in the articles or the operating agreement, a member may, without the consent of any other member, assign governance rights to another member. (2) (A) Except as provided in subdivisions (b)(2)(B) and (C), any other assignment of any governance rights is effective only if all the members, other than the member seeking to make the assignment, approve the assignment by unanimous consent or if the articles or operating agreement so permit, if the assignment is approved in accordance with § 48-232-102 . The consent of a member may be evidenced in any manner specified in the articles or operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by such person. The giving of consent is at the discretion of the consenting party and may be unreasonably withheld. (B) If the articles or operating agreement so provide, the governors who are members may approve, by a majority or greater in number of the nonassigning governors who are members, the assignment of governance rights to a nonmember. In the event there are no nonassigning governors who are members, the assignment must be approved by unanimous consent of the governors or, if the articles or operating agreement so permit, the assignment shall be approved by at least a majority vote of the members exclusive of the member seeking to make the assignment. (C) Pursuant to § 48-232-102(a) , if permitted in the articles or operating agreement, the governance rights associated with membership interests or classes of membership interests may be assigned without the consent of the members or the governors who are members.
(1) Except as otherwise provided in the articles or the operating agreement, a member may, without the consent of any other member, assign governance rights to another member.
(2) (A) Except as provided in subdivisions (b)(2)(B) and (C), any other assignment of any governance rights is effective only if all the members, other than the member seeking to make the assignment, approve the assignment by unanimous consent or if the articles or operating agreement so permit, if the assignment is approved in accordance with § 48-232-102 . The consent of a member may be evidenced in any manner specified in the articles or operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by such person. The giving of consent is at the discretion of the consenting party and may be unreasonably withheld. (B) If the articles or operating agreement so provide, the governors who are members may approve, by a majority or greater in number of the nonassigning governors who are members, the assignment of governance rights to a nonmember. In the event there are no nonassigning governors who are members, the assignment must be approved by unanimous consent of the governors or, if the articles or operating agreement so permit, the assignment shall be approved by at least a majority vote of the members exclusive of the member seeking to make the assignment. (C) Pursuant to § 48-232-102(a) , if permitted in the articles or operating agreement, the governance rights associated with membership interests or classes of membership interests may be assigned without the consent of the members or the governors who are members.
(A) Except as provided in subdivisions (b)(2)(B) and (C), any other assignment of any governance rights is effective only if all the members, other than the member seeking to make the assignment, approve the assignment by unanimous consent or if the articles or operating agreement so permit, if the assignment is approved in accordance with § 48-232-102 . The consent of a member may be evidenced in any manner specified in the articles or operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by such person. The giving of consent is at the discretion of the consenting party and may be unreasonably withheld.
(B) If the articles or operating agreement so provide, the governors who are members may approve, by a majority or greater in number of the nonassigning governors who are members, the assignment of governance rights to a nonmember. In the event there are no nonassigning governors who are members, the assignment must be approved by unanimous consent of the governors or, if the articles or operating agreement so permit, the assignment shall be approved by at least a majority vote of the members exclusive of the member seeking to make the assignment.
(C) Pursuant to § 48-232-102(a) , if permitted in the articles or operating agreement, the governance rights associated with membership interests or classes of membership interests may be assigned without the consent of the members or the governors who are members.
(c) Effect on Membership. When an assignment of governance rights is effective under subsection (b): (1) The assignee becomes a member, if not already a member; (2) If the assignor does not retain any governance rights, the assignor ceases to be a member, and the consent required under subsection (b), shall, if applicable, also constitute the consent to avoid dissolution that would otherwise result under § 48-245-101(a)(5) ; and (3) An assignee who has become a member has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities, of a member under the articles, any operating agreement and chapters 201-248 of this title.
(1) The assignee becomes a member, if not already a member;
(2) If the assignor does not retain any governance rights, the assignor ceases to be a member, and the consent required under subsection (b), shall, if applicable, also constitute the consent to avoid dissolution that would otherwise result under § 48-245-101(a)(5) ; and
(3) An assignee who has become a member has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities, of a member under the articles, any operating agreement and chapters 201-248 of this title.
(d) Effect on Liability for Contributions and Illegal Distributions. When an assignment is effective under subsection (a): (1) The assignee is liable for any obligations of the assignor under § 48-232-101 existing at the time of transfer, except to the extent that, at the time the assignee became a member, the liability was unknown to the assignee, and could not be ascertained from the required records of the LLC; (2) Notwithstanding subdivision (d)(1), the assignee shall not be liable for the obligations of the assignor under § 48-237-101 ; and (3) The assignor is not released from liability to the LLC for obligations of the assignor existing at the time of transfer under §§ 48-232-101 and 48-237-101 .
(1) The assignee is liable for any obligations of the assignor under § 48-232-101 existing at the time of transfer, except to the extent that, at the time the assignee became a member, the liability was unknown to the assignee, and could not be ascertained from the required records of the LLC;
(2) Notwithstanding subdivision (d)(1), the assignee shall not be liable for the obligations of the assignor under § 48-237-101 ; and
(3) The assignor is not released from liability to the LLC for obligations of the assignor existing at the time of transfer under §§ 48-232-101 and 48-237-101 .
(e) Pledge of Membership Interest. Unless otherwise provided in the articles or an operating agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the membership interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.
(f) Consequences of Ineffective Assignment. If any purported or attempted assignment of governance rights is ineffective for failure to obtain the consent required in subsection (b): (1) The purported or attempted assignment is ineffective in its entirety; and (2) Any assignment of financial rights that accompanied the purported or attempted assignment of governance rights is void.
(1) The purported or attempted assignment is ineffective in its entirety; and
(2) Any assignment of financial rights that accompanied the purported or attempted assignment of governance rights is void.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 25-27; 1999, ch. 455, §§ 13 - 15.
Tenn. Code Ann. § 48-22-102 — TN Code / Title 48 / Chapter 22 / Section 48-22-102
Sale of assets other than in regular course of business
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without the good will) of one (1) or more subsidiaries of a corporation in which such corporation owns shares possessing at least eighty percent (80%) of the total combined voting power of all classes of stock of the subsidiary then entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of such corporation. (b) For a transaction to be authorized: (1) The board of directors must recommend the proposed transaction to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) The shareholders entitled to vote must approve the transaction. (c) The board of directors may condition its submission of the proposed transaction on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction. (e) Unless the charter or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction. (f) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action. (g) A transaction that constitutes a distribution is governed by § 48-16-401 and not by this section. Acts 1986, ch. 887, § 12.02; 1989, ch. 451, § 17.
(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without the good will) of one (1) or more subsidiaries of a corporation in which such corporation owns shares possessing at least eighty percent (80%) of the total combined voting power of all classes of stock of the subsidiary then entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of such corporation.
(b) For a transaction to be authorized: (1) The board of directors must recommend the proposed transaction to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) The shareholders entitled to vote must approve the transaction.
(1) The board of directors must recommend the proposed transaction to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and
(2) The shareholders entitled to vote must approve the transaction.
(c) The board of directors may condition its submission of the proposed transaction on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.
(e) Unless the charter or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.
(f) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.
(g) A transaction that constitutes a distribution is governed by § 48-16-401 and not by this section.
Acts 1986, ch. 887, § 12.02; 1989, ch. 451, § 17.
Tenn. Code Ann. § 48-11-101 — TN Code / Title 48 / Chapter 11 / Section 48-11-101
Short title
Status: in_force

Chapters 11-27 of this title shall be known and may be cited as the "Tennessee Business Corporation Act." Acts 1986, ch. 887, § 1.01.
Chapters 11-27 of this title shall be known and may be cited as the "Tennessee Business Corporation Act."
Acts 1986, ch. 887, § 1.01.
Tenn. Code Ann. § 48-66-101 — TN Code / Title 48 / Chapter 66 / Section 48-66-101
Corporate records
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors as authorized by § 48-58-206(d) . (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) A corporation shall keep a copy of the following records at its principal office: (1) Its charter or restated charter and all amendments to it currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members; (4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years; (5) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under § 48-66-201 ; (6) A list of the names and business or home addresses of its current directors and officers; and (7) Its most recent annual report delivered to the secretary of state under § 48-66-203 . Acts 1987, ch. 242, § 16.01.
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors as authorized by § 48-58-206(d) .
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office: (1) Its charter or restated charter and all amendments to it currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members; (4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years; (5) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under § 48-66-201 ; (6) A list of the names and business or home addresses of its current directors and officers; and (7) Its most recent annual report delivered to the secretary of state under § 48-66-203 .
(1) Its charter or restated charter and all amendments to it currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
(5) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under § 48-66-201 ;
(6) A list of the names and business or home addresses of its current directors and officers; and
(7) Its most recent annual report delivered to the secretary of state under § 48-66-203 .
Acts 1987, ch. 242, § 16.01.
Tenn. Code Ann. § 48-51-401 — TN Code / Title 48 / Chapter 51 / Section 48-51-401
Powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 51-68 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 51-68 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked. Acts 1987, ch. 242, § 1.40.
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 51-68 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 51-68 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
Acts 1987, ch. 242, § 1.40.
Tenn. Code Ann. § 48-51-701 — TN Code / Title 48 / Chapter 51 / Section 48-51-701
Attorney general and reporter
Status: in_force

(a) The attorney general and reporter shall be given notice of the commencement of any proceeding which chapters 51-68 of this title authorize the attorney general and reporter to bring but which has been commenced by another person. (b) Whenever any provision of chapters 51-68 of this title requires that notice be given to the attorney general and reporter or permits the attorney general and reporter to commence a proceeding: (1) If no proceeding has been commenced, the attorney general and reporter may take appropriate action including, but not limited to, seeking injunctive relief; (2) If a proceeding has been commenced by a person other than the attorney general and reporter, the attorney general and reporter, as of right, may intervene in such proceeding. (c) Whenever any provision of chapters 51-68 of this title requires or authorizes any act or transaction upon a corporation providing written notice to the attorney general and reporter or obtaining prior review, approval, consent, or waiver of the attorney general and reporter, with respect to such act or transaction, then: (1) The party seeking such approval, consent, or waiver shall make full, true and timely disclosure with respect to the proposed act or transaction, including the production of any relevant data, documents, and detailed statements of any and all collateral or oral understandings or agreements; (2) The party seeking consent, approval, or waiver is obligated to produce in a timely fashion any additional information or documents the attorney general and reporter may thereafter request in order to review the matter, and the attorney general and reporter may also conduct whatever independent investigation the attorney general and reporter believes is appropriate; (3) No oral clearance, release, or other oral statement purporting to bind the attorney general and reporter may be given, and the requesting party may rely only upon a written consent, approval, or waiver signed by the attorney general and reporter or the attorney general and reporter's designee; (4) The attorney general and reporter may decline to consider the request for consent, approval, or waiver, and inaction by the attorney general and reporter, within the statutory period of notice, or otherwise, shall not be construed as consent to or approval of the act or transaction, or construed to waive, estop, or in any other way restrict the attorney general and reporter from exercising the attorney general and reporter's authority under chapters 51-68 of this title; and (5) Any written consent, approval, or waiver given by the attorney general and reporter under chapters 51-68 of this title shall be deemed only to state the enforcement intention of the attorney general and reporter as of the date of such written statement. The attorney general and reporter retains the right to bring whatever action or proceeding the attorney general and reporter subsequently comes to believe is required by the public interest; provided, that if the attorney general and reporter in writing approves, consents to, or waives enforcement with respect to an act or transaction, the attorney general and reporter will not exercise the attorney general and reporter's right to bring an enforcement action hereunder when: (A) There has been full and true disclosure at the time the request was presented; and (B) Each request, if any, for additional information or documents by the attorney general and reporter as set forth in this section has been met fully, truthfully and timely. Acts 1987, ch. 242, § 1.70.
(a) The attorney general and reporter shall be given notice of the commencement of any proceeding which chapters 51-68 of this title authorize the attorney general and reporter to bring but which has been commenced by another person.
(b) Whenever any provision of chapters 51-68 of this title requires that notice be given to the attorney general and reporter or permits the attorney general and reporter to commence a proceeding: (1) If no proceeding has been commenced, the attorney general and reporter may take appropriate action including, but not limited to, seeking injunctive relief; (2) If a proceeding has been commenced by a person other than the attorney general and reporter, the attorney general and reporter, as of right, may intervene in such proceeding.
(1) If no proceeding has been commenced, the attorney general and reporter may take appropriate action including, but not limited to, seeking injunctive relief;
(2) If a proceeding has been commenced by a person other than the attorney general and reporter, the attorney general and reporter, as of right, may intervene in such proceeding.
(c) Whenever any provision of chapters 51-68 of this title requires or authorizes any act or transaction upon a corporation providing written notice to the attorney general and reporter or obtaining prior review, approval, consent, or waiver of the attorney general and reporter, with respect to such act or transaction, then: (1) The party seeking such approval, consent, or waiver shall make full, true and timely disclosure with respect to the proposed act or transaction, including the production of any relevant data, documents, and detailed statements of any and all collateral or oral understandings or agreements; (2) The party seeking consent, approval, or waiver is obligated to produce in a timely fashion any additional information or documents the attorney general and reporter may thereafter request in order to review the matter, and the attorney general and reporter may also conduct whatever independent investigation the attorney general and reporter believes is appropriate; (3) No oral clearance, release, or other oral statement purporting to bind the attorney general and reporter may be given, and the requesting party may rely only upon a written consent, approval, or waiver signed by the attorney general and reporter or the attorney general and reporter's designee; (4) The attorney general and reporter may decline to consider the request for consent, approval, or waiver, and inaction by the attorney general and reporter, within the statutory period of notice, or otherwise, shall not be construed as consent to or approval of the act or transaction, or construed to waive, estop, or in any other way restrict the attorney general and reporter from exercising the attorney general and reporter's authority under chapters 51-68 of this title; and (5) Any written consent, approval, or waiver given by the attorney general and reporter under chapters 51-68 of this title shall be deemed only to state the enforcement intention of the attorney general and reporter as of the date of such written statement. The attorney general and reporter retains the right to bring whatever action or proceeding the attorney general and reporter subsequently comes to believe is required by the public interest; provided, that if the attorney general and reporter in writing approves, consents to, or waives enforcement with respect to an act or transaction, the attorney general and reporter will not exercise the attorney general and reporter's right to bring an enforcement action hereunder when: (A) There has been full and true disclosure at the time the request was presented; and (B) Each request, if any, for additional information or documents by the attorney general and reporter as set forth in this section has been met fully, truthfully and timely.
(1) The party seeking such approval, consent, or waiver shall make full, true and timely disclosure with respect to the proposed act or transaction, including the production of any relevant data, documents, and detailed statements of any and all collateral or oral understandings or agreements;
(2) The party seeking consent, approval, or waiver is obligated to produce in a timely fashion any additional information or documents the attorney general and reporter may thereafter request in order to review the matter, and the attorney general and reporter may also conduct whatever independent investigation the attorney general and reporter believes is appropriate;
(3) No oral clearance, release, or other oral statement purporting to bind the attorney general and reporter may be given, and the requesting party may rely only upon a written consent, approval, or waiver signed by the attorney general and reporter or the attorney general and reporter's designee;
(4) The attorney general and reporter may decline to consider the request for consent, approval, or waiver, and inaction by the attorney general and reporter, within the statutory period of notice, or otherwise, shall not be construed as consent to or approval of the act or transaction, or construed to waive, estop, or in any other way restrict the attorney general and reporter from exercising the attorney general and reporter's authority under chapters 51-68 of this title; and
(5) Any written consent, approval, or waiver given by the attorney general and reporter under chapters 51-68 of this title shall be deemed only to state the enforcement intention of the attorney general and reporter as of the date of such written statement. The attorney general and reporter retains the right to bring whatever action or proceeding the attorney general and reporter subsequently comes to believe is required by the public interest; provided, that if the attorney general and reporter in writing approves, consents to, or waives enforcement with respect to an act or transaction, the attorney general and reporter will not exercise the attorney general and reporter's right to bring an enforcement action hereunder when: (A) There has been full and true disclosure at the time the request was presented; and (B) Each request, if any, for additional information or documents by the attorney general and reporter as set forth in this section has been met fully, truthfully and timely.
(A) There has been full and true disclosure at the time the request was presented; and
(B) Each request, if any, for additional information or documents by the attorney general and reporter as set forth in this section has been met fully, truthfully and timely.
Acts 1987, ch. 242, § 1.70.
Tenn. Code Ann. § 48-101-701 — TN Code / Title 48 / Chapter 101 / Section 48-101-701
Short title
Status: in_force

This part shall be known and may be cited as the "Nonprofit Limited Liability Company Act of 2001." Acts 2001, ch. 418, § 1.
This part shall be known and may be cited as the "Nonprofit Limited Liability Company Act of 2001."
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-26-101 — TN Code / Title 48 / Chapter 26 / Section 48-26-101
Corporate records
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class and series, if any, of shares showing the number, class, and series, if any, of shares held by each shareholder. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) A corporation shall keep a copy of the following records at its principal office: (1) Its charter or restated charter and all amendments thereto currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years; (5) All written communications to shareholders generally within the past three (3) years, including any financial statements prepared for the past three (3) years under § 48-26-201 ; (6) A list of the names and business addresses of its current directors and officers; and (7) Its most recent annual report delivered to the secretary of state under § 48-26-203 . Acts 1986, ch. 887, § 16.01.
(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class and series, if any, of shares showing the number, class, and series, if any, of shares held by each shareholder.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office: (1) Its charter or restated charter and all amendments thereto currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years; (5) All written communications to shareholders generally within the past three (3) years, including any financial statements prepared for the past three (3) years under § 48-26-201 ; (6) A list of the names and business addresses of its current directors and officers; and (7) Its most recent annual report delivered to the secretary of state under § 48-26-203 .
(1) Its charter or restated charter and all amendments thereto currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;
(5) All written communications to shareholders generally within the past three (3) years, including any financial statements prepared for the past three (3) years under § 48-26-201 ;
(6) A list of the names and business addresses of its current directors and officers; and
(7) Its most recent annual report delivered to the secretary of state under § 48-26-203 .
Acts 1986, ch. 887, § 16.01.
Tenn. Code Ann. § 48-206-101 — TN Code / Title 48 / Chapter 206 / Section 48-206-101
Operating agreement
Status: in_force

(a) Generally. Each board-managed LLC shall have an operating agreement. A member-managed LLC may, but need not, have an operating agreement. If an LLC has an operating agreement, the operating agreement must be in writing. Except for those matters required to be provided for in the articles under chapters 201-248 of this title, an operating agreement may contain any rules, regulations, or provisions regarding the management of the business of the LLC, the regulation of the affairs of the LLC, the governance of the LLC, the conduct of its business, and the rights and privileges of members (financial rights, governance rights and membership rights of members), to the extent that such provisions are not inconsistent with the laws of this state or the articles. The operating agreement shall contain a statement of all membership interests in the LLC, which shall include, but not be limited to, the following: (1) The identity of all of the members and their membership interests and the identity of all persons or entities bound by a contribution agreement or the owner of a contribution allowance agreement and the membership interest that will be acquired upon the satisfaction of the terms of such agreement; (2) The amount of cash and a description and statement of the agreed value of any other property or services contributed for each membership interest; (3) The amount and value of any contributions which any member or potential member has agreed pursuant to a contribution agreement to contribute and the time or times at which or events on the happening of which any additional contributions agreed to be made by any member are to be made; (4) The amount and value of any contributions which any member or potential member has the right pursuant to a contribution allowance agreement to contribute and the time or times at which or events on the happening of which such contribution must be made or the right lapses; (5) Any right of a member to receive, or of the LLC to make, distributions to a member; (6) The time or times at which or events on the happening of which the LLC shall be dissolved, to the extent that any such matters are not set forth in the articles and are not identical to the statutory events of § 48-245-101 ; (7) Any other provisions that are required by the terms of chapters 201-248 of this title to be included in an operating agreement and any provisions which the members wish to state in the operating agreement. (b) Writing Constituting Operating Agreement. The operating agreement may consist of one (1) or more written agreements or counterparts that are, by express statements, intended to constitute and be a part of the operating agreement. (c) Binding Effect. Unless otherwise provided in the articles or in an operating agreement adopted or agreed to by all members and holders of binding contribution agreements, an operating agreement that has been adopted or agreed to by the required vote of the members and person or entity bound by a contribution agreement shall be binding on the LLC and its members, and any person or entity becoming a member or entering into a contribution agreement or a contribution allowance agreement and such person shall be deemed to have adopted and agreed to it. Acts 1994, ch. 868, § 1.
(a) Generally. Each board-managed LLC shall have an operating agreement. A member-managed LLC may, but need not, have an operating agreement. If an LLC has an operating agreement, the operating agreement must be in writing. Except for those matters required to be provided for in the articles under chapters 201-248 of this title, an operating agreement may contain any rules, regulations, or provisions regarding the management of the business of the LLC, the regulation of the affairs of the LLC, the governance of the LLC, the conduct of its business, and the rights and privileges of members (financial rights, governance rights and membership rights of members), to the extent that such provisions are not inconsistent with the laws of this state or the articles. The operating agreement shall contain a statement of all membership interests in the LLC, which shall include, but not be limited to, the following: (1) The identity of all of the members and their membership interests and the identity of all persons or entities bound by a contribution agreement or the owner of a contribution allowance agreement and the membership interest that will be acquired upon the satisfaction of the terms of such agreement; (2) The amount of cash and a description and statement of the agreed value of any other property or services contributed for each membership interest; (3) The amount and value of any contributions which any member or potential member has agreed pursuant to a contribution agreement to contribute and the time or times at which or events on the happening of which any additional contributions agreed to be made by any member are to be made; (4) The amount and value of any contributions which any member or potential member has the right pursuant to a contribution allowance agreement to contribute and the time or times at which or events on the happening of which such contribution must be made or the right lapses; (5) Any right of a member to receive, or of the LLC to make, distributions to a member; (6) The time or times at which or events on the happening of which the LLC shall be dissolved, to the extent that any such matters are not set forth in the articles and are not identical to the statutory events of § 48-245-101 ; (7) Any other provisions that are required by the terms of chapters 201-248 of this title to be included in an operating agreement and any provisions which the members wish to state in the operating agreement.
(1) The identity of all of the members and their membership interests and the identity of all persons or entities bound by a contribution agreement or the owner of a contribution allowance agreement and the membership interest that will be acquired upon the satisfaction of the terms of such agreement;
(2) The amount of cash and a description and statement of the agreed value of any other property or services contributed for each membership interest;
(3) The amount and value of any contributions which any member or potential member has agreed pursuant to a contribution agreement to contribute and the time or times at which or events on the happening of which any additional contributions agreed to be made by any member are to be made;
(4) The amount and value of any contributions which any member or potential member has the right pursuant to a contribution allowance agreement to contribute and the time or times at which or events on the happening of which such contribution must be made or the right lapses;
(5) Any right of a member to receive, or of the LLC to make, distributions to a member;
(6) The time or times at which or events on the happening of which the LLC shall be dissolved, to the extent that any such matters are not set forth in the articles and are not identical to the statutory events of § 48-245-101 ;
(7) Any other provisions that are required by the terms of chapters 201-248 of this title to be included in an operating agreement and any provisions which the members wish to state in the operating agreement.
(b) Writing Constituting Operating Agreement. The operating agreement may consist of one (1) or more written agreements or counterparts that are, by express statements, intended to constitute and be a part of the operating agreement.
(c) Binding Effect. Unless otherwise provided in the articles or in an operating agreement adopted or agreed to by all members and holders of binding contribution agreements, an operating agreement that has been adopted or agreed to by the required vote of the members and person or entity bound by a contribution agreement shall be binding on the LLC and its members, and any person or entity becoming a member or entering into a contribution agreement or a contribution allowance agreement and such person shall be deemed to have adopted and agreed to it.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-58-402 — TN Code / Title 48 / Chapter 58 / Section 48-58-402
Duties of officers
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties and authority of other officers. Acts 1987, ch. 242, § 8.41.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties and authority of other officers.
Acts 1987, ch. 242, § 8.41.
Tenn. Code Ann. § 48-69-101 — TN Code / Title 48 / Chapter 69 / Section 48-69-101
Short title
Status: in_force

This chapter shall be known and may be cited as the "Electric G&T Cooperative Act." Acts 2009, ch. 475, § 1.
This chapter shall be known and may be cited as the "Electric G&T Cooperative Act."
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-17-105 — TN Code / Title 48 / Chapter 17 / Section 48-17-105
Notice of meeting
Status: in_force

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) days nor more than two (2) months before the meeting date. Unless chapters 11-27 of this title or the charter requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. (b) Unless chapters 11-27 of this title or the charter requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. (c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. (d) If not otherwise fixed under § 48-17-103 or § 48-17-107 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is mailed or otherwise dispatched to shareholders. (e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-17-107 , however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date. (f) A certificate of the secretary or other person giving the notice, or of a transfer agent of the corporation, that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Acts 1986, ch. 887, § 7.05; 1994, ch. 776, § 21.
(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) days nor more than two (2) months before the meeting date. Unless chapters 11-27 of this title or the charter requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless chapters 11-27 of this title or the charter requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under § 48-17-103 or § 48-17-107 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is mailed or otherwise dispatched to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-17-107 , however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
(f) A certificate of the secretary or other person giving the notice, or of a transfer agent of the corporation, that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Acts 1986, ch. 887, § 7.05; 1994, ch. 776, § 21.
Tenn. Code Ann. § 48-224-102 — TN Code / Title 48 / Chapter 224 / Section 48-224-102
Quorum
Status: in_force

Except as otherwise provided in chapters 201-248 of this title, the members holding majority of the voting interest of the membership interests entitled to vote at a meeting are a quorum for the transaction of business, unless a larger proportion is provided in the articles or operating agreement. Once a membership interest is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 35.
Except as otherwise provided in chapters 201-248 of this title, the members holding majority of the voting interest of the membership interests entitled to vote at a meeting are a quorum for the transaction of business, unless a larger proportion is provided in the articles or operating agreement. Once a membership interest is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 35.
Tenn. Code Ann. § 48-249-607 — TN Code / Title 48 / Chapter 249 / Section 48-249-607
Appeal from denial of reinstatement
Status: in_force

(a) Notice of denial. If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC, in accordance with § 48-249-113(a) with a written notice that explains the reason or reasons for denial. (b) Appeal procedure. The LLC may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The LLC shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the LLC's application for reinstatement, and the secretary of state's notice of denial. (c) Order of reinstatement. The court may summarily order the secretary of state to reinstate the dissolved LLC, or may take other action the court considers appropriate. (d) Appeal of court decision. The court's final decision may be appealed as in other civil proceedings. Acts 2005, ch. 286, § 1.
(a) Notice of denial. If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC, in accordance with § 48-249-113(a) with a written notice that explains the reason or reasons for denial.
(b) Appeal procedure. The LLC may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The LLC shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the LLC's application for reinstatement, and the secretary of state's notice of denial.
(c) Order of reinstatement. The court may summarily order the secretary of state to reinstate the dissolved LLC, or may take other action the court considers appropriate.
(d) Appeal of court decision. The court's final decision may be appealed as in other civil proceedings.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1008 — TN Code / Title 48 / Chapter 249 / Section 48-249-1008
Correcting filed document
Status: in_force

(a) When permitted. A domestic or foreign LLC, or other person required or permitted by this chapter to file a document, may correct a document filed with the secretary of state, if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, certified, or acknowledged. (b) Articles of Correction. A document is corrected: (1) By preparing articles of correction that: (A) Describe the document, including its filing date, or have attached to the articles of correction a copy of the document; (B) Specify the incorrect statement and the reason it is incorrect, or the manner in which the execution, attestation, seal, certification or acknowledgment was defective; and (C) Correct the incorrect statement or defective execution, attestation, seal, certification or acknowledgment; and (2) By filing the articles of correction with the secretary of state. (c) When effective. Articles of correction are effective on the effective time and date of the document they correct, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Acts 2005, ch. 286, § 1.
(a) When permitted. A domestic or foreign LLC, or other person required or permitted by this chapter to file a document, may correct a document filed with the secretary of state, if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, certified, or acknowledged.
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, certified, or acknowledged.
(b) Articles of Correction. A document is corrected: (1) By preparing articles of correction that: (A) Describe the document, including its filing date, or have attached to the articles of correction a copy of the document; (B) Specify the incorrect statement and the reason it is incorrect, or the manner in which the execution, attestation, seal, certification or acknowledgment was defective; and (C) Correct the incorrect statement or defective execution, attestation, seal, certification or acknowledgment; and (2) By filing the articles of correction with the secretary of state.
(1) By preparing articles of correction that: (A) Describe the document, including its filing date, or have attached to the articles of correction a copy of the document; (B) Specify the incorrect statement and the reason it is incorrect, or the manner in which the execution, attestation, seal, certification or acknowledgment was defective; and (C) Correct the incorrect statement or defective execution, attestation, seal, certification or acknowledgment; and
(A) Describe the document, including its filing date, or have attached to the articles of correction a copy of the document;
(B) Specify the incorrect statement and the reason it is incorrect, or the manner in which the execution, attestation, seal, certification or acknowledgment was defective; and
(C) Correct the incorrect statement or defective execution, attestation, seal, certification or acknowledgment; and
(2) By filing the articles of correction with the secretary of state.
(c) When effective. Articles of correction are effective on the effective time and date of the document they correct, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-17-203 — TN Code / Title 48 / Chapter 17 / Section 48-17-203
Proxies
Status: in_force

(a) A shareholder may vote such shareholder's shares in person or by proxy. (b) Without limiting the manner in which a shareholder may authorize another person or persons to act for the shareholder as proxy pursuant to this section, the following shall constitute a valid means by which a shareholder may grant such authority: (1) A shareholder may execute a writing authorizing another person or persons to act for the shareholder as proxy. Execution may be accomplished by the shareholder personally signing such writing or by an attorney-in-fact in the case of an individual shareholder or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other shareholder signing such writing or causing the shareholder's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature; (2) A shareholder may authorize another person or persons to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, that any such telegram, cablegram, or electronic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, or electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied; (3) Any copy, electronic transmission or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. (c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. (d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) A person who purchased or agreed to purchase the shares; (3) A creditor of the corporation who extended it credit under terms requiring the appointment; (4) An employee of the corporation whose employment contract requires the appointment; or (5) A party to a voting agreement created under § 48-17-302 . (e) In the case of a proxy not made irrevocable under subsection (d), the death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment. (f) An appointment made irrevocable under subsection (d) becomes revocable when the interest with which it is coupled is extinguished. (g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when such transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. (h) Subject to § 48-17-205 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. (i) Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, owning shares registered in such person's name as fiduciary, or in the name of another for the convenience of the fiduciary, whether the corporation issuing such shares is foreign or domestic, may, in addition to exercising the voting rights vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies in accordance with this section to others for the voting of such shares, but subject always to the following limitations: (1) If there are two (2) or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them, and in the event of failure to obtain a majority, each of the fiduciaries shall vote the number of shares held by the fiduciaries divided by the number of fiduciaries; and (2) In the event the rights, manner or method of voting or the purpose to be accomplished is fixed by the instrument or instruments appointing the fiduciaries, the directions therein shall govern. Acts 1986, ch. 887, § 7.22; 1994, ch. 776, §§ 26, 27; 1998, ch. 578, § 1; 2012, ch. 1051, §§ 25, 26.
(a) A shareholder may vote such shareholder's shares in person or by proxy.
(b) Without limiting the manner in which a shareholder may authorize another person or persons to act for the shareholder as proxy pursuant to this section, the following shall constitute a valid means by which a shareholder may grant such authority: (1) A shareholder may execute a writing authorizing another person or persons to act for the shareholder as proxy. Execution may be accomplished by the shareholder personally signing such writing or by an attorney-in-fact in the case of an individual shareholder or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other shareholder signing such writing or causing the shareholder's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature; (2) A shareholder may authorize another person or persons to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, that any such telegram, cablegram, or electronic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, or electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied; (3) Any copy, electronic transmission or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(1) A shareholder may execute a writing authorizing another person or persons to act for the shareholder as proxy. Execution may be accomplished by the shareholder personally signing such writing or by an attorney-in-fact in the case of an individual shareholder or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other shareholder signing such writing or causing the shareholder's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature;
(2) A shareholder may authorize another person or persons to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, that any such telegram, cablegram, or electronic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, or electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied;
(3) Any copy, electronic transmission or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form.
(d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) A person who purchased or agreed to purchase the shares; (3) A creditor of the corporation who extended it credit under terms requiring the appointment; (4) An employee of the corporation whose employment contract requires the appointment; or (5) A party to a voting agreement created under § 48-17-302 .
(1) A pledgee;
(2) A person who purchased or agreed to purchase the shares;
(3) A creditor of the corporation who extended it credit under terms requiring the appointment;
(4) An employee of the corporation whose employment contract requires the appointment; or
(5) A party to a voting agreement created under § 48-17-302 .
(e) In the case of a proxy not made irrevocable under subsection (d), the death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.
(f) An appointment made irrevocable under subsection (d) becomes revocable when the interest with which it is coupled is extinguished.
(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when such transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(h) Subject to § 48-17-205 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
(i) Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, owning shares registered in such person's name as fiduciary, or in the name of another for the convenience of the fiduciary, whether the corporation issuing such shares is foreign or domestic, may, in addition to exercising the voting rights vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies in accordance with this section to others for the voting of such shares, but subject always to the following limitations: (1) If there are two (2) or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them, and in the event of failure to obtain a majority, each of the fiduciaries shall vote the number of shares held by the fiduciaries divided by the number of fiduciaries; and (2) In the event the rights, manner or method of voting or the purpose to be accomplished is fixed by the instrument or instruments appointing the fiduciaries, the directions therein shall govern.
(1) If there are two (2) or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them, and in the event of failure to obtain a majority, each of the fiduciaries shall vote the number of shares held by the fiduciaries divided by the number of fiduciaries; and
(2) In the event the rights, manner or method of voting or the purpose to be accomplished is fixed by the instrument or instruments appointing the fiduciaries, the directions therein shall govern.
Acts 1986, ch. 887, § 7.22; 1994, ch. 776, §§ 26, 27; 1998, ch. 578, § 1; 2012, ch. 1051, §§ 25, 26.
Tenn. Code Ann. § 48-101-207 — TN Code / Title 48 / Chapter 101 / Section 48-101-207
Corporation laws applicable
Status: in_force

Any Massachusetts trust shall be subject to such applicable provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareholders, rights to acquire, mortgage, sell, lease, operate and otherwise to deal in real and personal property, and other applicable rights and duties existing under the common law and statutes of this state in a manner similar to those applicable to domestic and foreign corporations. Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-207.
Any Massachusetts trust shall be subject to such applicable provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareholders, rights to acquire, mortgage, sell, lease, operate and otherwise to deal in real and personal property, and other applicable rights and duties existing under the common law and statutes of this state in a manner similar to those applicable to domestic and foreign corporations.
Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-207.
Tenn. Code Ann. § 48-249-805 — TN Code / Title 48 / Chapter 249 / Section 48-249-805
Equitable remedies
Status: in_force

If an LLC, or any officer, manager, director or member, as applicable, of the LLC, or other person with the authority to act for the LLC, violates a provision of this chapter, a court in this state may, in a proceeding brought by a member or holder of financial rights of the LLC, grant any equitable relief it considers just and reasonable in the circumstances, and, award expenses, including attorneys' fees and disbursements, to the member or holder of financial rights, as applicable. Acts 2005, ch. 286, § 1.
If an LLC, or any officer, manager, director or member, as applicable, of the LLC, or other person with the authority to act for the LLC, violates a provision of this chapter, a court in this state may, in a proceeding brought by a member or holder of financial rights of the LLC, grant any equitable relief it considers just and reasonable in the circumstances, and, award expenses, including attorneys' fees and disbursements, to the member or holder of financial rights, as applicable.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-248-202 — TN Code / Title 48 / Chapter 248 / Section 48-248-202
Rendering of professional services
Status: in_force

(a) A domestic or foreign LLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services. (b) Subsection (a) does not: (1) Require an individual employed by a PLLC to be licensed to perform services for the PLLC if a license is not otherwise required; (2) Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, manager, employee or agent of a domestic or foreign PLLC; or (3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority. Acts 1994, ch. 868, § 1.
(a) A domestic or foreign LLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b) Subsection (a) does not: (1) Require an individual employed by a PLLC to be licensed to perform services for the PLLC if a license is not otherwise required; (2) Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, manager, employee or agent of a domestic or foreign PLLC; or (3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority.
(1) Require an individual employed by a PLLC to be licensed to perform services for the PLLC if a license is not otherwise required;
(2) Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, manager, employee or agent of a domestic or foreign PLLC; or
(3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-64-303 — TN Code / Title 48 / Chapter 64 / Section 48-64-303
Receivership or custodianship
Status: in_force

(a) A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state), whether a nonprofit corporation or a corporation for-profit, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver may: (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; and (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors. (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. Acts 1987, ch. 242, § 14.32.
(a) A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state), whether a nonprofit corporation or a corporation for-profit, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver may: (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; and (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(1) The receiver may: (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; and
(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
(B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; and
(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
Acts 1987, ch. 242, § 14.32.
Tenn. Code Ann. § 48-21-116 — TN Code / Title 48 / Chapter 21 / Section 48-21-116
Nonprofit conversion
Status: in_force

(a) A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion. (b) A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this section. (c) The plan of nonprofit conversion must include: (1) The terms and conditions of the conversion; (2) The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property, or any combination of the foregoing; (3) Any desired amendments to the charter of the corporation following its conversion; and (4) If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion. (d) The plan of nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change: (1) The amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, cash, or other property to be received by the shareholders under the plan; (2) The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-20-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. (e) Terms of a plan of nonprofit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-11-301 . (f) If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, contains a provision applying to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013. Acts 2012, ch. 1051, § 39.
(a) A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion.
(b) A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this section.
(c) The plan of nonprofit conversion must include: (1) The terms and conditions of the conversion; (2) The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property, or any combination of the foregoing; (3) Any desired amendments to the charter of the corporation following its conversion; and (4) If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
(1) The terms and conditions of the conversion;
(2) The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property, or any combination of the foregoing;
(3) Any desired amendments to the charter of the corporation following its conversion; and
(4) If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
(d) The plan of nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change: (1) The amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, cash, or other property to be received by the shareholders under the plan; (2) The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-20-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
(1) The amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, cash, or other property to be received by the shareholders under the plan;
(2) The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-20-102 ; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
(e) Terms of a plan of nonprofit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-11-301 .
(f) If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, contains a provision applying to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-69-110 — TN Code / Title 48 / Chapter 69 / Section 48-69-110
Principal officers
Status: in_force

The principal officers of the G&T cooperative shall be a chair of the board of directors, a vice chair of the board of directors, a secretary and a treasurer and such other officers as may be determined from time to time by the bylaws or the board of directors; provided, that the other officers appointed are not in conflict with any provision of the bylaws. The offices of secretary and treasurer may be held by the same person. Acts 2009, ch. 475, § 1.
The principal officers of the G&T cooperative shall be a chair of the board of directors, a vice chair of the board of directors, a secretary and a treasurer and such other officers as may be determined from time to time by the bylaws or the board of directors; provided, that the other officers appointed are not in conflict with any provision of the bylaws. The offices of secretary and treasurer may be held by the same person.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-207-101 — TN Code / Title 48 / Chapter 207 / Section 48-207-101
LLC name
Status: in_force

(a) Name Requirements. An LLC name: (1) Must contain the words "limited liability company," or the abbreviation "L.L.C." or "LLC," or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that, in the case of a foreign LLC, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign LLC was formed or organized. An organization formed pursuant to chapter 248 of this title must contain the words or the abbreviation as required by § 48-248-301 . Notwithstanding the foregoing, the name of an LLC or foreign LLC must not contain the word "corporation" or "incorporated" or an abbreviation of either or both these words; and (2) May not contain language stating or implying that the LLC: (A) Transacts or has the power to transact any business for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing; (B) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable, or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed; (C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state thereof or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state or subdivision or agency thereof; or (D) Is organized for a purpose other than that permitted by § 48-203-101 and the LLC's articles. (b) Name Must Be Distinguishable. Except as authorized by subsection (c), the name of a domestic LLC, and the name of a foreign LLC that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law. (c) Nondistinguishable Name of Entity Under Common Control. A domestic or foreign LLC, or person acting on behalf of an LLC not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent. (d) Assumed Name. (1) An LLC or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that such name need not contain the designations contained in subdivision (a)(1). (2) As used in chapters 201-248 of this title, "assumed name" means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name: (A) The identification by an LLC of its business with a trademark or service mark of which it is the owner or licensed user; and (B) The use of a name of a division, not separately organized and not containing the words "limited liability company" or an abbreviation of such words; provided, that the LLC also clearly discloses its name. (3) Before transacting any business in this state under an assumed name or names, the LLC shall, for each assumed name, pursuant to resolution by its governing body, execute and file in accordance with §§ 48-247-101 and 48-247-103 , an application setting forth: (A) The true LLC name; (B) The state or country under the laws of which it is organized; (C) That it intends to transact business under an assumed name; and (D) The assumed name which it proposes to use. (4) The right to use an assumed name shall be effective for five (5) years from the date of filing by the secretary of state. (5) An LLC shall renew the right to use its assumed name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-247-103(a) . (e) Cancellation of Assumed Name. Any LLC or foreign LLC may, pursuant to resolution by its governing body, change or cancel any or all of its assumed names by executing and filing, in accordance with §§ 48-247-101 and 48-247-103 , an application setting forth: (1) The true LLC name; (2) The state or country under the laws of which it is organized; (3) That it intends to cease transacting business under an assumed name by changing or cancelling it; (4) The assumed name to be changed from or cancelled; and (5) If the assumed name is to be changed, the assumed LLC name which the LLC proposes to use. (f) Upon the filing of an application to change an assumed name, the LLC shall have the right to use such assumed name for the period authorized by subsection (d). (g) Cancellation of Assumed Name by Secretary of State. The right of a foreign or domestic LLC to use an assumed name shall be cancelled by the secretary of state if: (1) The LLC fails to renew an assumed name; (2) The LLC has filed an application to change or cancel an assumed name; (3) A domestic LLC has been dissolved; or (4) A foreign LLC has had its certificate of authority to transact business in this state revoked. (h) Unfair Competition. Nothing in this section, or in § 48-207-102 or § 48-207-103 shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks. Amended by 2017 Tenn. Acts, ch. 333, s 2, eff. 5/9/2017. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 14; 2010 , ch. 743, §§ 7, 8.
(a) Name Requirements. An LLC name: (1) Must contain the words "limited liability company," or the abbreviation "L.L.C." or "LLC," or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that, in the case of a foreign LLC, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign LLC was formed or organized. An organization formed pursuant to chapter 248 of this title must contain the words or the abbreviation as required by § 48-248-301 . Notwithstanding the foregoing, the name of an LLC or foreign LLC must not contain the word "corporation" or "incorporated" or an abbreviation of either or both these words; and (2) May not contain language stating or implying that the LLC: (A) Transacts or has the power to transact any business for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing; (B) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable, or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed; (C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state thereof or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state or subdivision or agency thereof; or (D) Is organized for a purpose other than that permitted by § 48-203-101 and the LLC's articles.
(1) Must contain the words "limited liability company," or the abbreviation "L.L.C." or "LLC," or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that, in the case of a foreign LLC, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign LLC was formed or organized. An organization formed pursuant to chapter 248 of this title must contain the words or the abbreviation as required by § 48-248-301 . Notwithstanding the foregoing, the name of an LLC or foreign LLC must not contain the word "corporation" or "incorporated" or an abbreviation of either or both these words; and
(2) May not contain language stating or implying that the LLC: (A) Transacts or has the power to transact any business for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing; (B) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable, or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed; (C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state thereof or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state or subdivision or agency thereof; or (D) Is organized for a purpose other than that permitted by § 48-203-101 and the LLC's articles.
(A) Transacts or has the power to transact any business for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing;
(B) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable, or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed;
(C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state thereof or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state or subdivision or agency thereof; or
(D) Is organized for a purpose other than that permitted by § 48-203-101 and the LLC's articles.
(b) Name Must Be Distinguishable. Except as authorized by subsection (c), the name of a domestic LLC, and the name of a foreign LLC that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
(c) Nondistinguishable Name of Entity Under Common Control. A domestic or foreign LLC, or person acting on behalf of an LLC not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
(3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(d) Assumed Name. (1) An LLC or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that such name need not contain the designations contained in subdivision (a)(1). (2) As used in chapters 201-248 of this title, "assumed name" means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name: (A) The identification by an LLC of its business with a trademark or service mark of which it is the owner or licensed user; and (B) The use of a name of a division, not separately organized and not containing the words "limited liability company" or an abbreviation of such words; provided, that the LLC also clearly discloses its name. (3) Before transacting any business in this state under an assumed name or names, the LLC shall, for each assumed name, pursuant to resolution by its governing body, execute and file in accordance with §§ 48-247-101 and 48-247-103 , an application setting forth: (A) The true LLC name; (B) The state or country under the laws of which it is organized; (C) That it intends to transact business under an assumed name; and (D) The assumed name which it proposes to use. (4) The right to use an assumed name shall be effective for five (5) years from the date of filing by the secretary of state. (5) An LLC shall renew the right to use its assumed name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-247-103(a) .
(1) An LLC or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that such name need not contain the designations contained in subdivision (a)(1).
(2) As used in chapters 201-248 of this title, "assumed name" means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name: (A) The identification by an LLC of its business with a trademark or service mark of which it is the owner or licensed user; and (B) The use of a name of a division, not separately organized and not containing the words "limited liability company" or an abbreviation of such words; provided, that the LLC also clearly discloses its name.
(A) The identification by an LLC of its business with a trademark or service mark of which it is the owner or licensed user; and
(B) The use of a name of a division, not separately organized and not containing the words "limited liability company" or an abbreviation of such words; provided, that the LLC also clearly discloses its name.
(3) Before transacting any business in this state under an assumed name or names, the LLC shall, for each assumed name, pursuant to resolution by its governing body, execute and file in accordance with §§ 48-247-101 and 48-247-103 , an application setting forth: (A) The true LLC name; (B) The state or country under the laws of which it is organized; (C) That it intends to transact business under an assumed name; and (D) The assumed name which it proposes to use.
(A) The true LLC name;
(B) The state or country under the laws of which it is organized;
(C) That it intends to transact business under an assumed name; and
(D) The assumed name which it proposes to use.
(4) The right to use an assumed name shall be effective for five (5) years from the date of filing by the secretary of state.
(5) An LLC shall renew the right to use its assumed name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-247-103(a) .
(e) Cancellation of Assumed Name. Any LLC or foreign LLC may, pursuant to resolution by its governing body, change or cancel any or all of its assumed names by executing and filing, in accordance with §§ 48-247-101 and 48-247-103 , an application setting forth: (1) The true LLC name; (2) The state or country under the laws of which it is organized; (3) That it intends to cease transacting business under an assumed name by changing or cancelling it; (4) The assumed name to be changed from or cancelled; and (5) If the assumed name is to be changed, the assumed LLC name which the LLC proposes to use.
(1) The true LLC name;
(2) The state or country under the laws of which it is organized;
(3) That it intends to cease transacting business under an assumed name by changing or cancelling it;
(4) The assumed name to be changed from or cancelled; and
(5) If the assumed name is to be changed, the assumed LLC name which the LLC proposes to use.
(f) Upon the filing of an application to change an assumed name, the LLC shall have the right to use such assumed name for the period authorized by subsection (d).
(g) Cancellation of Assumed Name by Secretary of State. The right of a foreign or domestic LLC to use an assumed name shall be cancelled by the secretary of state if: (1) The LLC fails to renew an assumed name; (2) The LLC has filed an application to change or cancel an assumed name; (3) A domestic LLC has been dissolved; or (4) A foreign LLC has had its certificate of authority to transact business in this state revoked.
(1) The LLC fails to renew an assumed name;
(2) The LLC has filed an application to change or cancel an assumed name;
(3) A domestic LLC has been dissolved; or
(4) A foreign LLC has had its certificate of authority to transact business in this state revoked.
(h) Unfair Competition. Nothing in this section, or in § 48-207-102 or § 48-207-103 shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.
Amended by 2017 Tenn. Acts, ch. 333, s 2, eff. 5/9/2017.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 14; 2010 , ch. 743, §§ 7, 8.
Tenn. Code Ann. § 48-101-804 — TN Code / Title 48 / Chapter 101 / Section 48-101-804
Organization as a nonprofit LLC
Status: in_force

A nonprofit corporation may form a domestic nonprofit LLC that meets the requirements of § 48-101-805 , by filing articles of organization with the secretary of state that prominently designate it as a nonprofit LLC and that comply with the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title. A foreign nonprofit LLC may obtain a certificate of authority to transact business in this state under the Tennessee Revised Limited Liability Company Act and thereby become subject to and governed by this part as a nonprofit LLC, only if the foreign nonprofit LLC meets the requirements of § 48-101-805 . Acts 2006, ch. 620, § 5.
A nonprofit corporation may form a domestic nonprofit LLC that meets the requirements of § 48-101-805 , by filing articles of organization with the secretary of state that prominently designate it as a nonprofit LLC and that comply with the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title. A foreign nonprofit LLC may obtain a certificate of authority to transact business in this state under the Tennessee Revised Limited Liability Company Act and thereby become subject to and governed by this part as a nonprofit LLC, only if the foreign nonprofit LLC meets the requirements of § 48-101-805 .
Acts 2006, ch. 620, § 5.
Tenn. Code Ann. § 48-249-505 — TN Code / Title 48 / Chapter 249 / Section 48-249-505
Effect of termination of membership interest
Status: in_force

(a) Termination other than under § 48-249-503(a)(8) . If a member's membership interest terminates for any reason other than as the result of an event specified in § 48-249-503(a)(8) , then: (1) If the existence and business of the LLC are continued, the member whose membership interest has terminated loses all governance rights and will be considered merely a holder of the financial rights owned before the termination of the membership interest, other than any financial rights transferred by the member in connection with the termination of the membership interest; and (2) If the existence and business of the LLC are not continued, the member whose membership interest has terminated retains all governance rights owned before the termination, and may exercise those rights through the winding up and termination of the LLC, except as otherwise provided under § 48-249-504 , in the case of termination in contravention of the LLC documents. (b) Termination under § 48-249-503(a)(8) . If the membership interest of a member terminates as a result of an event specified in § 48-249-503(a)(8) : (1) If the existence and business of the LLC are continued, then, effective as of the date of the applicable termination event, the governance rights associated with the affected membership interest are suspended and may not be exercised thereafter, unless and until restored under subdivision (b)(2). So long as such suspension remains in effect, such member, or the personal representative of such member, shall be considered merely the holder of the financial rights owned before the termination under § 48-249-503(a)(8) ; (2) If the existence and business of the LLC are continued, for a period of sixty (60) days following the event specified in § 48-249-503(a)(8) that results in the suspension of governance rights under subdivision (b)(1), the personal representative of the affected member shall have the option, exercisable by giving written notice to the LLC, to require the LLC to purchase the membership interest of the member whose membership interest has terminated under subsection (c) and § 48-249-506 . If the personal representative fails to make such election within such period, then the LLC shall have the option for a period of sixty (60) days following expiration of the personal representative's option, or, if earlier, following the date of written notice from the personal representative that such option will not be exercised, to give written notice to the personal representative that the LLC will purchase the membership interest in accordance with subsection (c) and § 48-249-506 . If neither the personal representative nor the LLC elects to exercise their respective options to cause the LLC to purchase the membership interest, the governance rights associated with the membership interest shall be restored, effective as of the first day following expiration of the LLC's option period, and the personal representative shall be automatically admitted and substituted as a member of the LLC without further action. If either the personal representative or the LLC elects to cause the LLC to purchase the membership interest, the suspension of governance rights associated with such membership interest shall continue through the time the purchase is consummated; and (3) If the existence and business of the LLC are not continued, the personal representative of the member whose membership interest has terminated retains all governance rights owned by the affected member before the termination of the membership interest, and may exercise those rights through the winding up and termination of the LLC, except as otherwise provided under § 48-249-504 , in the case of termination in contravention of the LLC documents. (c) Purchase at fair value. If the existence and business of the LLC are continued following the termination of a membership interest under § 48-249-503(a) , other than terminations arising under § 48-249-503(a)(3), (a)(9), (a)(10) or (a)(11) , then, regardless whether such termination of membership interest was wrongful, any member whose membership interest has so terminated, other than a member for whom a personal representative has been automatically substituted and admitted as a member under subdivision (b)(2), is entitled, subject to the offset provisions of § 48-249-504(2) , to receive from the LLC the fair value of the terminated membership interest as of the date of termination of such membership interest, calculated as set forth in § 48-249-506 , in consideration for all such membership interest. (d) Distribution if business not continued. Subject to § 48-249-504(2) , if the business and existence of the LLC are not continued, any member whose membership interest has terminated, regardless of whether such termination was wrongful or otherwise, is entitled to receive that member's distribution under § 48-249-620 . Acts 2005, ch. 286, § 1.
(a) Termination other than under § 48-249-503(a)(8) . If a member's membership interest terminates for any reason other than as the result of an event specified in § 48-249-503(a)(8) , then: (1) If the existence and business of the LLC are continued, the member whose membership interest has terminated loses all governance rights and will be considered merely a holder of the financial rights owned before the termination of the membership interest, other than any financial rights transferred by the member in connection with the termination of the membership interest; and (2) If the existence and business of the LLC are not continued, the member whose membership interest has terminated retains all governance rights owned before the termination, and may exercise those rights through the winding up and termination of the LLC, except as otherwise provided under § 48-249-504 , in the case of termination in contravention of the LLC documents.
(1) If the existence and business of the LLC are continued, the member whose membership interest has terminated loses all governance rights and will be considered merely a holder of the financial rights owned before the termination of the membership interest, other than any financial rights transferred by the member in connection with the termination of the membership interest; and
(2) If the existence and business of the LLC are not continued, the member whose membership interest has terminated retains all governance rights owned before the termination, and may exercise those rights through the winding up and termination of the LLC, except as otherwise provided under § 48-249-504 , in the case of termination in contravention of the LLC documents.
(b) Termination under § 48-249-503(a)(8) . If the membership interest of a member terminates as a result of an event specified in § 48-249-503(a)(8) : (1) If the existence and business of the LLC are continued, then, effective as of the date of the applicable termination event, the governance rights associated with the affected membership interest are suspended and may not be exercised thereafter, unless and until restored under subdivision (b)(2). So long as such suspension remains in effect, such member, or the personal representative of such member, shall be considered merely the holder of the financial rights owned before the termination under § 48-249-503(a)(8) ; (2) If the existence and business of the LLC are continued, for a period of sixty (60) days following the event specified in § 48-249-503(a)(8) that results in the suspension of governance rights under subdivision (b)(1), the personal representative of the affected member shall have the option, exercisable by giving written notice to the LLC, to require the LLC to purchase the membership interest of the member whose membership interest has terminated under subsection (c) and § 48-249-506 . If the personal representative fails to make such election within such period, then the LLC shall have the option for a period of sixty (60) days following expiration of the personal representative's option, or, if earlier, following the date of written notice from the personal representative that such option will not be exercised, to give written notice to the personal representative that the LLC will purchase the membership interest in accordance with subsection (c) and § 48-249-506 . If neither the personal representative nor the LLC elects to exercise their respective options to cause the LLC to purchase the membership interest, the governance rights associated with the membership interest shall be restored, effective as of the first day following expiration of the LLC's option period, and the personal representative shall be automatically admitted and substituted as a member of the LLC without further action. If either the personal representative or the LLC elects to cause the LLC to purchase the membership interest, the suspension of governance rights associated with such membership interest shall continue through the time the purchase is consummated; and (3) If the existence and business of the LLC are not continued, the personal representative of the member whose membership interest has terminated retains all governance rights owned by the affected member before the termination of the membership interest, and may exercise those rights through the winding up and termination of the LLC, except as otherwise provided under § 48-249-504 , in the case of termination in contravention of the LLC documents.
(1) If the existence and business of the LLC are continued, then, effective as of the date of the applicable termination event, the governance rights associated with the affected membership interest are suspended and may not be exercised thereafter, unless and until restored under subdivision (b)(2). So long as such suspension remains in effect, such member, or the personal representative of such member, shall be considered merely the holder of the financial rights owned before the termination under § 48-249-503(a)(8) ;
(2) If the existence and business of the LLC are continued, for a period of sixty (60) days following the event specified in § 48-249-503(a)(8) that results in the suspension of governance rights under subdivision (b)(1), the personal representative of the affected member shall have the option, exercisable by giving written notice to the LLC, to require the LLC to purchase the membership interest of the member whose membership interest has terminated under subsection (c) and § 48-249-506 . If the personal representative fails to make such election within such period, then the LLC shall have the option for a period of sixty (60) days following expiration of the personal representative's option, or, if earlier, following the date of written notice from the personal representative that such option will not be exercised, to give written notice to the personal representative that the LLC will purchase the membership interest in accordance with subsection (c) and § 48-249-506 . If neither the personal representative nor the LLC elects to exercise their respective options to cause the LLC to purchase the membership interest, the governance rights associated with the membership interest shall be restored, effective as of the first day following expiration of the LLC's option period, and the personal representative shall be automatically admitted and substituted as a member of the LLC without further action. If either the personal representative or the LLC elects to cause the LLC to purchase the membership interest, the suspension of governance rights associated with such membership interest shall continue through the time the purchase is consummated; and
(3) If the existence and business of the LLC are not continued, the personal representative of the member whose membership interest has terminated retains all governance rights owned by the affected member before the termination of the membership interest, and may exercise those rights through the winding up and termination of the LLC, except as otherwise provided under § 48-249-504 , in the case of termination in contravention of the LLC documents.
(c) Purchase at fair value. If the existence and business of the LLC are continued following the termination of a membership interest under § 48-249-503(a) , other than terminations arising under § 48-249-503(a)(3), (a)(9), (a)(10) or (a)(11) , then, regardless whether such termination of membership interest was wrongful, any member whose membership interest has so terminated, other than a member for whom a personal representative has been automatically substituted and admitted as a member under subdivision (b)(2), is entitled, subject to the offset provisions of § 48-249-504(2) , to receive from the LLC the fair value of the terminated membership interest as of the date of termination of such membership interest, calculated as set forth in § 48-249-506 , in consideration for all such membership interest.
(d) Distribution if business not continued. Subject to § 48-249-504(2) , if the business and existence of the LLC are not continued, any member whose membership interest has terminated, regardless of whether such termination was wrongful or otherwise, is entitled to receive that member's distribution under § 48-249-620 .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-23-201 — TN Code / Title 48 / Chapter 23 / Section 48-23-201
Notice of dissenters' rights
Status: in_force

(a) Where any corporate action specified in § 48-23-102(a) is to be submitted to a vote at a shareholders' meeting, the meeting notice (including any meeting notice required under chapters 11-27 to be provided to nonvoting shareholders) must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert dissenters' rights under this chapter. If the corporation concludes that dissenters' rights are or may be available, a copy of this chapter must accompany the meeting notice sent to those record shareholders entitled to exercise dissenters' rights. (b) In a merger pursuant to § 48-21-105 , the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert dissenters rights that the corporate action became effective. Such notice must be sent within ten (10) days after the corporate action became effective and include the materials described in § 48-23-203 . (c) Where any corporate action specified in § 48-23-102(a) is to be approved by written consent of the shareholders pursuant to § 48-17-104(a) or § 48-17-104(b) : (1) Written notice that dissenters' rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter; and (2) Written notice that dissenters' rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by § 48-17-104(e) and (f) , may include the materials described in § 48-23-203 and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter. (d) A corporation's failure to give notice pursuant to this section will not invalidate the corporate action. Acts 1986, ch. 887, § 13.20; 2012, ch. 1051, § 45.
(a) Where any corporate action specified in § 48-23-102(a) is to be submitted to a vote at a shareholders' meeting, the meeting notice (including any meeting notice required under chapters 11-27 to be provided to nonvoting shareholders) must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert dissenters' rights under this chapter. If the corporation concludes that dissenters' rights are or may be available, a copy of this chapter must accompany the meeting notice sent to those record shareholders entitled to exercise dissenters' rights.
(b) In a merger pursuant to § 48-21-105 , the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert dissenters rights that the corporate action became effective. Such notice must be sent within ten (10) days after the corporate action became effective and include the materials described in § 48-23-203 .
(c) Where any corporate action specified in § 48-23-102(a) is to be approved by written consent of the shareholders pursuant to § 48-17-104(a) or § 48-17-104(b) : (1) Written notice that dissenters' rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter; and (2) Written notice that dissenters' rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by § 48-17-104(e) and (f) , may include the materials described in § 48-23-203 and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter.
(1) Written notice that dissenters' rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter; and
(2) Written notice that dissenters' rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by § 48-17-104(e) and (f) , may include the materials described in § 48-23-203 and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter.
(d) A corporation's failure to give notice pursuant to this section will not invalidate the corporate action.
Acts 1986, ch. 887, § 13.20; 2012, ch. 1051, § 45.
Tenn. Code Ann. § 48-20-107 — TN Code / Title 48 / Chapter 20 / Section 48-20-107
Restated charter
Status: in_force

(a) A corporation's board of directors may restate its charter at any time with or without shareholder action. (b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in § 48-20-103 . (c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter. (d) A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the charter requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the charter requiring shareholder approval, the information required by § 48-20-106 . (e) If the restatement contains an amendment to the charter, it shall be designated in the heading as an "Amended and Restated Charter." (f) The restated charter must contain all the requirements of a charter as set out in § 48-12-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-27-101(b) . (g) A duly adopted restated charter supersedes the original charter and all prior amendments thereto. (h) The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (d). Acts 1986, ch. 887, § 10.07; 1989, ch. 451, § 16; 1991, ch. 188, § 6.
(a) A corporation's board of directors may restate its charter at any time with or without shareholder action.
(b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in § 48-20-103 .
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter.
(d) A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the charter requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the charter requiring shareholder approval, the information required by § 48-20-106 .
(1) Whether the restatement contains an amendment to the charter requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) If the restatement contains an amendment to the charter requiring shareholder approval, the information required by § 48-20-106 .
(e) If the restatement contains an amendment to the charter, it shall be designated in the heading as an "Amended and Restated Charter."
(f) The restated charter must contain all the requirements of a charter as set out in § 48-12-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-27-101(b) .
(g) A duly adopted restated charter supersedes the original charter and all prior amendments thereto.
(h) The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (d).
Acts 1986, ch. 887, § 10.07; 1989, ch. 451, § 16; 1991, ch. 188, § 6.
Tenn. Code Ann. § 48-24-205 — TN Code / Title 48 / Chapter 24 / Section 48-24-205
Articles of termination following administrative dissolution or revocation
Status: in_force

(a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth: (1) The name of the corporation; (2) The date that termination of corporate existence was authorized; (3) That the resolution authorizing termination was duly adopted by the shareholders; (4) A copy of the resolution or the written consent authorizing the termination; and (5) That all the assets of the corporation have been distributed to its creditors and shareholders. (b) If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to the corporation, then the secretary of state shall file the articles of termination of corporate existence following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1989, ch. 451, § 22; 2010, ch. 741, § 7.
(a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth: (1) The name of the corporation; (2) The date that termination of corporate existence was authorized; (3) That the resolution authorizing termination was duly adopted by the shareholders; (4) A copy of the resolution or the written consent authorizing the termination; and (5) That all the assets of the corporation have been distributed to its creditors and shareholders.
(1) The name of the corporation;
(2) The date that termination of corporate existence was authorized;
(3) That the resolution authorizing termination was duly adopted by the shareholders;
(4) A copy of the resolution or the written consent authorizing the termination; and
(5) That all the assets of the corporation have been distributed to its creditors and shareholders.
(b) If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to the corporation, then the secretary of state shall file the articles of termination of corporate existence following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1989, ch. 451, § 22; 2010, ch. 741, § 7.