Tenn. Code Ann. § 48-15-105 — TN Code / Title 48 / Chapter 15 / Section 48-15-105
Procedure for service on domestic or foreign corporation by service on secretary of state
Status: in_force

(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign corporation as provided in § 48-15-104(b) , of any process, notice, or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice, or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds, as listed in § 48-15-104(b) , for service on the secretary of state is applicable, must be included. The secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such corporation at its registered office (or designated alternative mailing address) or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such corporation is incorporated. If none of the previously mentioned addresses are available to the secretary of state, service may be made on any one (1) of the incorporators at the address set forth in the charter. The secretary of state may require the plaintiff (or complainant as the case may be) or the plaintiff's (or complainant's) attorney to furnish the latter address. (b) The refusal or failure of such corporation to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service; and any such corporation refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained therein. (c) When the registered or certified mail return receipt is received by the secretary of state or when a corporation refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice, or demand, a copy of the notice the secretary of state sent to the defendant corporation and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit, and copy of notice shall be and become a part of the technical record in the suit or action and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state. (d) Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign corporation may be served on the secretary of state as agent for such defendant corporation in the same manner, at the same cost and with the same effect as process, notice, or demand are served on the secretary of state as agent for such defendant corporation under this section. (e) No appearance shall be required in the suit or action by the defendant domestic or foreign corporation nor shall any judgment be taken against the defendant domestic or foreign corporation in less than one (1) month after the date service is completed under this section. (f) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, which record shall include the time of such service and the secretary of state's action with reference thereto. Acts 1986, ch. 887, § 5.05; 1989, ch. 451, § 6; 2012, ch. 1051, § 21.
(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign corporation as provided in § 48-15-104(b) , of any process, notice, or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice, or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds, as listed in § 48-15-104(b) , for service on the secretary of state is applicable, must be included. The secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such corporation at its registered office (or designated alternative mailing address) or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such corporation is incorporated. If none of the previously mentioned addresses are available to the secretary of state, service may be made on any one (1) of the incorporators at the address set forth in the charter. The secretary of state may require the plaintiff (or complainant as the case may be) or the plaintiff's (or complainant's) attorney to furnish the latter address.
(b) The refusal or failure of such corporation to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service; and any such corporation refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained therein.
(c) When the registered or certified mail return receipt is received by the secretary of state or when a corporation refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice, or demand, a copy of the notice the secretary of state sent to the defendant corporation and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit, and copy of notice shall be and become a part of the technical record in the suit or action and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state.
(d) Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign corporation may be served on the secretary of state as agent for such defendant corporation in the same manner, at the same cost and with the same effect as process, notice, or demand are served on the secretary of state as agent for such defendant corporation under this section.
(e) No appearance shall be required in the suit or action by the defendant domestic or foreign corporation nor shall any judgment be taken against the defendant domestic or foreign corporation in less than one (1) month after the date service is completed under this section.
(f) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, which record shall include the time of such service and the secretary of state's action with reference thereto.
Acts 1986, ch. 887, § 5.05; 1989, ch. 451, § 6; 2012, ch. 1051, § 21.
Tenn. Code Ann. § 48-103-307 — TN Code / Title 48 / Chapter 103 / Section 48-103-307
Shareholder approval of voting rights
Status: in_force

Control shares acquired in a control share acquisition shall have the same voting rights as all other shares of the same class or series only if approved by resolution of the corporation's shareholders at an annual or special meeting convened pursuant to § 48-103-306 . Such resolution must be approved at such meeting by the holders of a majority of all of the shares entitled to vote generally with respect to the election of directors except interested shares, which shall not be entitled to vote with respect to such resolution. If no such resolution is approved, such shares shall regain their voting rights upon transfer to another person unless such transfer constitutes a control share acquisition by the aquistor, in which case the voting rights of such shares shall be subject to the provisions hereof. Sections 48-17-104 and 48-17-208 shall not apply to the shareholder approval contemplated by this part. Acts 1988, ch. 500, § 14; T.C.A., § 48-35-307.
Control shares acquired in a control share acquisition shall have the same voting rights as all other shares of the same class or series only if approved by resolution of the corporation's shareholders at an annual or special meeting convened pursuant to § 48-103-306 . Such resolution must be approved at such meeting by the holders of a majority of all of the shares entitled to vote generally with respect to the election of directors except interested shares, which shall not be entitled to vote with respect to such resolution. If no such resolution is approved, such shares shall regain their voting rights upon transfer to another person unless such transfer constitutes a control share acquisition by the aquistor, in which case the voting rights of such shares shall be subject to the provisions hereof. Sections 48-17-104 and 48-17-208 shall not apply to the shareholder approval contemplated by this part.
Acts 1988, ch. 500, § 14; T.C.A., § 48-35-307.
Tenn. Code Ann. § 48-53-204 — TN Code / Title 48 / Chapter 53 / Section 48-53-204
Violations - Remedies
Status: in_force

(a) Any condition, stipulation, provision, or term of any agreement that is in conflict with this part or that would purport to waive or restrict the application of any provision of this part is void and unenforceable. (b) Nothing in this part abrogates or amends the standards for directors set forth in § 48-58-301 . (c) In addition to any other remedies or rights of actions, a Tennessee nonprofit corporation that is injured by a violation or threatened violation of this part may bring a private right of action for injunctive relief and to recover costs and reasonable attorneys' fees if the Tennessee nonprofit corporation is the prevailing party in the action. (d) All ordinances, resolutions, rules, or requirements of any type that are in conflict with this part are void and unenforceable. Acts 2018, ch. 769, § 1.
(a) Any condition, stipulation, provision, or term of any agreement that is in conflict with this part or that would purport to waive or restrict the application of any provision of this part is void and unenforceable.
(b) Nothing in this part abrogates or amends the standards for directors set forth in § 48-58-301 .
(c) In addition to any other remedies or rights of actions, a Tennessee nonprofit corporation that is injured by a violation or threatened violation of this part may bring a private right of action for injunctive relief and to recover costs and reasonable attorneys' fees if the Tennessee nonprofit corporation is the prevailing party in the action.
(d) All ordinances, resolutions, rules, or requirements of any type that are in conflict with this part are void and unenforceable.
Acts 2018, ch. 769, § 1.
Tenn. Code Ann. § 48-101-522 — TN Code / Title 48 / Chapter 101 / Section 48-101-522
Secretary of state's authority to promulgate rules
Status: in_force

The secretary of state may promulgate rules to effectuate this part. The rules must be promulgated in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Added by 2024 Tenn. Acts, ch. 533,s 44, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
The secretary of state may promulgate rules to effectuate this part. The rules must be promulgated in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Added by 2024 Tenn. Acts, ch. 533,s 44, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Tenn. Code Ann. § 48-57-203 — TN Code / Title 48 / Chapter 57 / Section 48-57-203
Quorum requirements
Status: in_force

(a) Unless chapters 51-68 of this title or the charter or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) An amendment to the charter or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement in subsection (a) and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. (c) When a quorum is once present to organize a meeting, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present. Amended by 2014 Tenn. Acts, ch. 899,s 25, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 24, eff. 1/1/2015. Acts 1987, ch. 242, § 7.22.
(a) Unless chapters 51-68 of this title or the charter or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
(b) An amendment to the charter or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement in subsection (a) and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
(c) When a quorum is once present to organize a meeting, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present.
Amended by 2014 Tenn. Acts, ch. 899,s 25, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 24, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.22.
Tenn. Code Ann. § 48-103-101 — TN Code / Title 48 / Chapter 103 / Section 48-103-101
Short title
Status: in_force

This part shall be known and may be cited as the "Tennessee Investor Protection Act." Acts 1976, ch. 536, §§ 1, 2; T.C.A., §§ 48-2101, 48-5-101, 48-35-101.
This part shall be known and may be cited as the "Tennessee Investor Protection Act."
Acts 1976, ch. 536, §§ 1, 2; T.C.A., §§ 48-2101, 48-5-101, 48-35-101.
Tenn. Code Ann. § 48-101-113 — TN Code / Title 48 / Chapter 101 / Section 48-101-113
Loans to the corporation
Status: in_force

Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions: (1) All loan limits shall be established at the thousand-dollar ($1,000) amount nearest to the amount computed in accordance with this section; (2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed ten (10) times the amount then paid in on the outstanding capital stock of the corporation; (3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed: (A) Twenty percent (20%) of the total amount then outstanding on loans to the corporation by all members, including in the total amount outstanding, amounts validly called for loan but not yet loaned; (B) The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership: (i) Two percent (2%) of the capital and surplus of commercial banks and trust companies; (ii) One percent (1%) of the total outstanding loans made by a savings and loan association; provided, that any credit corporation created pursuant to this part may in its certificate of incorporation, or by appropriate amendment thereto, provide that the loan limit of a savings and loan association member shall be only one half of one percent (0.5%) of the total outstanding loans made by such savings and loan association member; (iii) One percent (1%) of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; (iv) One percent (1%) of the unassigned surplus of mutual insurance companies, except fire insurance companies; (v) One tenth of one percent (0.1%) of the assets of fire insurance companies; and (vi) Such limits as may be approved by the board of directors of the corporation for other financial institutions; (4) Subject to subdivision (3)(A), each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call; and (5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation, which shall be freely transferable at all times, and which shall bear interest at a rate of not less than one quarter of one percent (0.25%) in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans. Acts 1959, ch. 170, § 7; impl. am. Acts 1978, ch. 708, § 5.25; T.C.A., §§ 48-1713, 48-3-113.
Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:
(1) All loan limits shall be established at the thousand-dollar ($1,000) amount nearest to the amount computed in accordance with this section;
(2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed ten (10) times the amount then paid in on the outstanding capital stock of the corporation;
(3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed: (A) Twenty percent (20%) of the total amount then outstanding on loans to the corporation by all members, including in the total amount outstanding, amounts validly called for loan but not yet loaned; (B) The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership: (i) Two percent (2%) of the capital and surplus of commercial banks and trust companies; (ii) One percent (1%) of the total outstanding loans made by a savings and loan association; provided, that any credit corporation created pursuant to this part may in its certificate of incorporation, or by appropriate amendment thereto, provide that the loan limit of a savings and loan association member shall be only one half of one percent (0.5%) of the total outstanding loans made by such savings and loan association member; (iii) One percent (1%) of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; (iv) One percent (1%) of the unassigned surplus of mutual insurance companies, except fire insurance companies; (v) One tenth of one percent (0.1%) of the assets of fire insurance companies; and (vi) Such limits as may be approved by the board of directors of the corporation for other financial institutions;
(A) Twenty percent (20%) of the total amount then outstanding on loans to the corporation by all members, including in the total amount outstanding, amounts validly called for loan but not yet loaned;
(B) The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership: (i) Two percent (2%) of the capital and surplus of commercial banks and trust companies; (ii) One percent (1%) of the total outstanding loans made by a savings and loan association; provided, that any credit corporation created pursuant to this part may in its certificate of incorporation, or by appropriate amendment thereto, provide that the loan limit of a savings and loan association member shall be only one half of one percent (0.5%) of the total outstanding loans made by such savings and loan association member; (iii) One percent (1%) of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; (iv) One percent (1%) of the unassigned surplus of mutual insurance companies, except fire insurance companies; (v) One tenth of one percent (0.1%) of the assets of fire insurance companies; and (vi) Such limits as may be approved by the board of directors of the corporation for other financial institutions;
(i) Two percent (2%) of the capital and surplus of commercial banks and trust companies;
(ii) One percent (1%) of the total outstanding loans made by a savings and loan association; provided, that any credit corporation created pursuant to this part may in its certificate of incorporation, or by appropriate amendment thereto, provide that the loan limit of a savings and loan association member shall be only one half of one percent (0.5%) of the total outstanding loans made by such savings and loan association member;
(iii) One percent (1%) of the capital and unassigned surplus of stock insurance companies, except fire insurance companies;
(iv) One percent (1%) of the unassigned surplus of mutual insurance companies, except fire insurance companies;
(v) One tenth of one percent (0.1%) of the assets of fire insurance companies; and
(vi) Such limits as may be approved by the board of directors of the corporation for other financial institutions;
(4) Subject to subdivision (3)(A), each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call; and
(5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation, which shall be freely transferable at all times, and which shall bear interest at a rate of not less than one quarter of one percent (0.25%) in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans.
Acts 1959, ch. 170, § 7; impl. am. Acts 1978, ch. 708, § 5.25; T.C.A., §§ 48-1713, 48-3-113.
Tenn. Code Ann. § 48-21-118 — TN Code / Title 48 / Chapter 21 / Section 48-21-118
Articles of nonprofit conversion
Status: in_force

(a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth: (1) The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of § 48-54-101 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-54-101 ; and (2) A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this chapter and the charter. (b) The articles of nonprofit conversion shall have attached a charter that satisfies the requirements of § 48-52-102 . Provisions that would not be required to be included in a charter of a domestic nonprofit corporation may be omitted. (c) The articles of nonprofit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-11-304 . The attached charter shall also be delivered to the secretary of state for filing. The fee for filing the charter shall be paid in accordance with § 48-51-303 . Acts 2012, ch. 1051, § 39.
(a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth: (1) The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of § 48-54-101 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-54-101 ; and (2) A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this chapter and the charter.
(1) The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of § 48-54-101 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-54-101 ; and
(2) A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this chapter and the charter.
(b) The articles of nonprofit conversion shall have attached a charter that satisfies the requirements of § 48-52-102 . Provisions that would not be required to be included in a charter of a domestic nonprofit corporation may be omitted.
(c) The articles of nonprofit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-11-304 . The attached charter shall also be delivered to the secretary of state for filing. The fee for filing the charter shall be paid in accordance with § 48-51-303 .
Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-61-110 — TN Code / Title 48 / Chapter 61 / Section 48-61-110
Contents of plan of entity conversion
Status: in_force

(a) A plan of entity conversion must include: (1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization; (2) The terms and conditions of the conversion; (3) The manner and basis of converting the memberships of the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and (4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor. (b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the members, the plan may not be amended to change: (1) The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash or other property to be received under the plan by the members; (2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-60-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect. (c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-51-301 . Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) A plan of entity conversion must include: (1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization; (2) The terms and conditions of the conversion; (3) The manner and basis of converting the memberships of the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and (4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.
(1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2) The terms and conditions of the conversion;
(3) The manner and basis of converting the memberships of the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.
(b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the members, the plan may not be amended to change: (1) The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash or other property to be received under the plan by the members; (2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-60-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(1) The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash or other property to be received under the plan by the members;
(2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-60-102 ; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-51-301 .
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-61-101 — TN Code / Title 48 / Chapter 61 / Section 48-61-101
Chapter definitions
Status: in_force

As used in this chapter, unless the context otherwise requires: (1) "Converted entity" means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation; (2) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation; (3) "Eligible interests" means interests or shares; (4) "Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document; (5) "Foreign business corporation" means a corporation for-profit incorporated under an organic law other than the laws of this state; (6) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state; (7) "Interest" means either or both of the following rights under the organic law of an unincorporated entity: (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or (B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs; (8) "Interest holder" means a person who holds of record an interest; (9) "Membership" means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title; (10) "Party to a merger or membership exchange" means any domestic or foreign nonprofit corporation, or eligible entity that will: (A) Merge in a plan of merger; (B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or (C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange; (11) "Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and (12) "Voting memberships" means memberships that entitle their holders to vote unconditionally in the election of directors. Amended by 2014 Tenn. Acts, ch. 899,s 65, eff. 1/1/2015. Acts 1987, ch. 242, § 11.01.
As used in this chapter, unless the context otherwise requires:
(1) "Converted entity" means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;
(2) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation;
(3) "Eligible interests" means interests or shares;
(4) "Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document;
(5) "Foreign business corporation" means a corporation for-profit incorporated under an organic law other than the laws of this state;
(6) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state;
(7) "Interest" means either or both of the following rights under the organic law of an unincorporated entity: (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or (B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;
(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
(B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;
(8) "Interest holder" means a person who holds of record an interest;
(9) "Membership" means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;
(10) "Party to a merger or membership exchange" means any domestic or foreign nonprofit corporation, or eligible entity that will: (A) Merge in a plan of merger; (B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or (C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;
(A) Merge in a plan of merger;
(B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or
(C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;
(11) "Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and
(12) "Voting memberships" means memberships that entitle their holders to vote unconditionally in the election of directors.
Amended by 2014 Tenn. Acts, ch. 899,s 65, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.01.
Tenn. Code Ann. § 48-60-203 — TN Code / Title 48 / Chapter 60 / Section 48-60-203
Bylaw increasing quorum or voting requirement for members
Status: in_force

(a) If expressly authorized by the charter, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members (or voting groups of members) than is required by chapters 51-68 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for members must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) may not be adopted, amended or repealed by the board of directors. (c) Except as provided in the charter or bylaws, the board of directors of a corporation that has one (1) or more members at the time may not adopt or amend a bylaw under: (1) Section 48-56-201 providing differences in rights and obligations of members; (2) Section 48-56-204 addressing member's liability for dues, assessments and fees; (3) Section 48-56-302 relating to termination; (4) Section 48-56-303 authorizing the purchase of memberships; (5) Section 48-58-108(a) requiring cause to remove a director; (6) Section 48-58-108(a) specifying what constitutes cause to remove a director; (7) Section 48-58-109 relating to removal of designated or appointed directors; or (8) Section 48-58-101(c) authorizing persons to exercise powers otherwise exercised by the board. Amended by 2014 Tenn. Acts, ch. 899,s 62, eff. 1/1/2015. Acts 1987, ch. 242, § 10.22.
(a) If expressly authorized by the charter, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members (or voting groups of members) than is required by chapters 51-68 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for members must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) may not be adopted, amended or repealed by the board of directors.
(c) Except as provided in the charter or bylaws, the board of directors of a corporation that has one (1) or more members at the time may not adopt or amend a bylaw under: (1) Section 48-56-201 providing differences in rights and obligations of members; (2) Section 48-56-204 addressing member's liability for dues, assessments and fees; (3) Section 48-56-302 relating to termination; (4) Section 48-56-303 authorizing the purchase of memberships; (5) Section 48-58-108(a) requiring cause to remove a director; (6) Section 48-58-108(a) specifying what constitutes cause to remove a director; (7) Section 48-58-109 relating to removal of designated or appointed directors; or (8) Section 48-58-101(c) authorizing persons to exercise powers otherwise exercised by the board.
(1) Section 48-56-201 providing differences in rights and obligations of members;
(2) Section 48-56-204 addressing member's liability for dues, assessments and fees;
(3) Section 48-56-302 relating to termination;
(4) Section 48-56-303 authorizing the purchase of memberships;
(5) Section 48-58-108(a) requiring cause to remove a director;
(6) Section 48-58-108(a) specifying what constitutes cause to remove a director;
(7) Section 48-58-109 relating to removal of designated or appointed directors; or
(8) Section 48-58-101(c) authorizing persons to exercise powers otherwise exercised by the board.
Amended by 2014 Tenn. Acts, ch. 899,s 62, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.22.
Tenn. Code Ann. § 48-16-401 — TN Code / Title 48 / Chapter 16 / Section 48-16-401
Distributions to shareholders
Status: in_force

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the charter and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation's total assets would be less than the sum of its total liabilities plus (unless the charter permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. (d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (e) Except as provided in subsection (g), the effect of a distribution under subsection (c) is measured: (1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of: (A) The date money or other property is transferred or debt incurred by the corporation; or (B) The date the shareholder ceases to be a shareholder with respect to the acquired shares; (2) In the case of any other distribution of indebtedness or distribution through the incurrence of indebtedness, as of the date the indebtedness is distributed or incurred. In a case in which the incurrence of indebtedness is the granting of a mortgage, security interest, lien, or other encumbrance of the corporation's assets, the indebtedness shall be deemed to be incurred on the date of the execution and delivery of the security instrument granting such mortgage, security interest, lien, or other encumbrance; and (3) In all other cases, as of: (A) The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or (B) The date the payment is made if it occurs more than four (4) months after the date of authorization. (f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. (g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness referred to in the preceding sentence is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made. Acts 1986, ch. 887, § 6.40; 1989, ch. 451, § 9; 1994, ch. 776, §§ 19, 20.
(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the charter and the limitation in subsection (c).
(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution.
(c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation's total assets would be less than the sum of its total liabilities plus (unless the charter permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or
(2) The corporation's total assets would be less than the sum of its total liabilities plus (unless the charter permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(e) Except as provided in subsection (g), the effect of a distribution under subsection (c) is measured: (1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of: (A) The date money or other property is transferred or debt incurred by the corporation; or (B) The date the shareholder ceases to be a shareholder with respect to the acquired shares; (2) In the case of any other distribution of indebtedness or distribution through the incurrence of indebtedness, as of the date the indebtedness is distributed or incurred. In a case in which the incurrence of indebtedness is the granting of a mortgage, security interest, lien, or other encumbrance of the corporation's assets, the indebtedness shall be deemed to be incurred on the date of the execution and delivery of the security instrument granting such mortgage, security interest, lien, or other encumbrance; and (3) In all other cases, as of: (A) The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or (B) The date the payment is made if it occurs more than four (4) months after the date of authorization.
(1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of: (A) The date money or other property is transferred or debt incurred by the corporation; or (B) The date the shareholder ceases to be a shareholder with respect to the acquired shares;
(A) The date money or other property is transferred or debt incurred by the corporation; or
(B) The date the shareholder ceases to be a shareholder with respect to the acquired shares;
(2) In the case of any other distribution of indebtedness or distribution through the incurrence of indebtedness, as of the date the indebtedness is distributed or incurred. In a case in which the incurrence of indebtedness is the granting of a mortgage, security interest, lien, or other encumbrance of the corporation's assets, the indebtedness shall be deemed to be incurred on the date of the execution and delivery of the security instrument granting such mortgage, security interest, lien, or other encumbrance; and
(3) In all other cases, as of: (A) The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or (B) The date the payment is made if it occurs more than four (4) months after the date of authorization.
(A) The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or
(B) The date the payment is made if it occurs more than four (4) months after the date of authorization.
(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness referred to in the preceding sentence is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
Acts 1986, ch. 887, § 6.40; 1989, ch. 451, § 9; 1994, ch. 776, §§ 19, 20.
Tenn. Code Ann. § 48-60-301 — TN Code / Title 48 / Chapter 60 / Section 48-60-301
Approval by third persons
Status: in_force

The charter may require an amendment to the charter or bylaws to be approved in writing by a specified person or persons other than the board or members. Such a charter provision may only be amended with the approval of such person or persons in the form of a document. Amended by 2014 Tenn. Acts, ch. 899,s 64, eff. 1/1/2015. Acts 1987, ch. 242, § 10.30.
The charter may require an amendment to the charter or bylaws to be approved in writing by a specified person or persons other than the board or members. Such a charter provision may only be amended with the approval of such person or persons in the form of a document.
Amended by 2014 Tenn. Acts, ch. 899,s 64, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.30.
Tenn. Code Ann. § 48-68-208 — TN Code / Title 48 / Chapter 68 / Section 48-68-208
Providing sufficient information to complete review of the transaction
Status: in_force

The attorney general and reporter may demand that the public benefit hospital entity giving notice under § 48-68-203 provide such information as the attorney general and reporter reasonably deems necessary to complete the review of any proposed public benefit hospital conveyance transaction described in §§ 48-68-206 and 48-68-207 . A failure by the public benefit hospital entity giving notice under § 48-68-203 to provide timely information as required by the attorney general and reporter shall be a sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction. Acts 2006, ch. 930, § 9.
The attorney general and reporter may demand that the public benefit hospital entity giving notice under § 48-68-203 provide such information as the attorney general and reporter reasonably deems necessary to complete the review of any proposed public benefit hospital conveyance transaction described in §§ 48-68-206 and 48-68-207 . A failure by the public benefit hospital entity giving notice under § 48-68-203 to provide timely information as required by the attorney general and reporter shall be a sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 9.
Tenn. Code Ann. § 48-224-103 — TN Code / Title 48 / Chapter 224 / Section 48-224-103
Act of members
Status: in_force

(a) Majority Required. Except where chapters 201-248 of this title, the articles or the operating agreement requires a larger proportion, the members shall take action by the affirmative vote of the members holding a majority of the voting power present and entitled to vote on that item of business in a meeting in which a quorum is present. (b) Voting by Class or by Voting Group. The articles or operating agreement may establish classes, series or voting groups and provide the voting interests and the terms and conditions of exercising such voting interests. (c) Quorum Requirement. An amendment to the articles or operating agreement that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. Acts 1994, ch. 868, § 1.
(a) Majority Required. Except where chapters 201-248 of this title, the articles or the operating agreement requires a larger proportion, the members shall take action by the affirmative vote of the members holding a majority of the voting power present and entitled to vote on that item of business in a meeting in which a quorum is present.
(b) Voting by Class or by Voting Group. The articles or operating agreement may establish classes, series or voting groups and provide the voting interests and the terms and conditions of exercising such voting interests.
(c) Quorum Requirement. An amendment to the articles or operating agreement that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-912 — TN Code / Title 48 / Chapter 249 / Section 48-249-912
Cancellation of certificate of authority following administrative revocation
Status: in_force

(a) Certificate of cancellation. When a foreign LLC that has had its certificate of authority revoked desires to withdraw from this state, it may do so without first being reinstated, by filing with the secretary of state a certificate of cancellation of certificate of authority following administrative revocation of a certificate of authority accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth: (1) The current name of the foreign LLC and, if different, the name under which it transacts business in this state, the date of revocation of its certificate of authority, and the name of the jurisdiction under the laws of which it is formed; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4). (b) Service of process after cancellation. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113 ; provided, however, that the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign LLC, for purposes of the compliance with § 48-249-113 by the secretary of state. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 46; 2011, ch. 99, § 18.
(a) Certificate of cancellation. When a foreign LLC that has had its certificate of authority revoked desires to withdraw from this state, it may do so without first being reinstated, by filing with the secretary of state a certificate of cancellation of certificate of authority following administrative revocation of a certificate of authority accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth: (1) The current name of the foreign LLC and, if different, the name under which it transacts business in this state, the date of revocation of its certificate of authority, and the name of the jurisdiction under the laws of which it is formed; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
(1) The current name of the foreign LLC and, if different, the name under which it transacts business in this state, the date of revocation of its certificate of authority, and the name of the jurisdiction under the laws of which it is formed;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
(b) Service of process after cancellation. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113 ; provided, however, that the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign LLC, for purposes of the compliance with § 48-249-113 by the secretary of state.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 46; 2011, ch. 99, § 18.
Tenn. Code Ann. § 48-58-503 — TN Code / Title 48 / Chapter 58 / Section 48-58-503
Mandatory indemnification
Status: in_force

Unless limited by its charter, a corporation shall indemnify a director to the extent the director was successful, on the merits or otherwise, or who is immune from suit under § 48-58-601 , in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Amended by 2014 Tenn. Acts, ch. 899,s 47, eff. 1/1/2015. Acts 1987, ch. 242, § 8.52.
Unless limited by its charter, a corporation shall indemnify a director to the extent the director was successful, on the merits or otherwise, or who is immune from suit under § 48-58-601 , in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
Amended by 2014 Tenn. Acts, ch. 899,s 47, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.52.
Tenn. Code Ann. § 48-249-1111 — TN Code / Title 48 / Chapter 249 / Section 48-249-1111
Required purchase of membership interest and financial rights
Status: in_force

(a) Purchase obligation. A PLLC shall purchase, or cause to be purchased by a qualified person, the membership interest of any member and the financial rights of any holder of financial rights, at a price that represents the fair value of the membership interest or financial rights as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under this subsection (a), from the personal representative of the member or holder of financial rights, the member or holder of financial rights or the disqualified person to whom the membership interest or financial rights has or have been transferred, as applicable, in accordance with this section, if: (1) The member or holder of financial rights dies; (2) The member or holder of financial rights becomes a disqualified person, except as provided in subsection (c); (3) The membership interest of a member or the financial rights of a holder is or are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or (4) The member or holder of financial rights retires, withdraws from or terminates employment with the PLLC. (b) Purchase terms. If the amount of fair value and other terms of payment for the membership interest or financial rights are fixed, or are to be determined by the LLC documents or a private agreement, the amount and terms so fixed or determined govern. If the amount of fair value and other terms of payment are not so fixed or determined by the LLC documents or a private agreement, the PLLC shall purchase the membership interest or financial rights in accordance with § 48-249-1112 . (c) Limited disqualification. This section does not require the purchase of a membership interest or financial rights in the event a member or holder of financial rights becomes a disqualified person, if the disqualification lasts no more than five (5) months from the date the disqualification occurs. (d) Other benefits. This section and § 48-249-1112 do not prevent or relieve a PLLC from paying to a former member or holder pension benefits or other deferred compensation for services rendered by the former member or holder, if otherwise permitted by law. (e) Specific enforcement. Any governing terms contained in the LLC documents of a PLLC or a private agreement as to the amount of fair value and other terms of payment for a membership interest or financial rights are specifically enforceable. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 57.
(a) Purchase obligation. A PLLC shall purchase, or cause to be purchased by a qualified person, the membership interest of any member and the financial rights of any holder of financial rights, at a price that represents the fair value of the membership interest or financial rights as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under this subsection (a), from the personal representative of the member or holder of financial rights, the member or holder of financial rights or the disqualified person to whom the membership interest or financial rights has or have been transferred, as applicable, in accordance with this section, if: (1) The member or holder of financial rights dies; (2) The member or holder of financial rights becomes a disqualified person, except as provided in subsection (c); (3) The membership interest of a member or the financial rights of a holder is or are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or (4) The member or holder of financial rights retires, withdraws from or terminates employment with the PLLC.
(1) The member or holder of financial rights dies;
(2) The member or holder of financial rights becomes a disqualified person, except as provided in subsection (c);
(3) The membership interest of a member or the financial rights of a holder is or are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or
(4) The member or holder of financial rights retires, withdraws from or terminates employment with the PLLC.
(b) Purchase terms. If the amount of fair value and other terms of payment for the membership interest or financial rights are fixed, or are to be determined by the LLC documents or a private agreement, the amount and terms so fixed or determined govern. If the amount of fair value and other terms of payment are not so fixed or determined by the LLC documents or a private agreement, the PLLC shall purchase the membership interest or financial rights in accordance with § 48-249-1112 .
(c) Limited disqualification. This section does not require the purchase of a membership interest or financial rights in the event a member or holder of financial rights becomes a disqualified person, if the disqualification lasts no more than five (5) months from the date the disqualification occurs.
(d) Other benefits. This section and § 48-249-1112 do not prevent or relieve a PLLC from paying to a former member or holder pension benefits or other deferred compensation for services rendered by the former member or holder, if otherwise permitted by law.
(e) Specific enforcement. Any governing terms contained in the LLC documents of a PLLC or a private agreement as to the amount of fair value and other terms of payment for a membership interest or financial rights are specifically enforceable.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 57.
Tenn. Code Ann. § 48-103-310 — TN Code / Title 48 / Chapter 103 / Section 48-103-310
Applicability
Status: in_force

(a) This part shall be applicable to any corporation as defined in § 48-103-302 whose charter or bylaws contain an express declaration that control share acquisitions respecting the shares of the corporation are governed by and subject to this part. (b) Sections 48-103-308 and 48-103-309 , or either of them, shall apply to such corporation only if the charter or bylaw declaration under subsection (a) explicitly so provides. Acts 1988, ch. 500, § 18; T.C.A., § 48-35-310.
(a) This part shall be applicable to any corporation as defined in § 48-103-302 whose charter or bylaws contain an express declaration that control share acquisitions respecting the shares of the corporation are governed by and subject to this part.
(b) Sections 48-103-308 and 48-103-309 , or either of them, shall apply to such corporation only if the charter or bylaw declaration under subsection (a) explicitly so provides.
Acts 1988, ch. 500, § 18; T.C.A., § 48-35-310.
Tenn. Code Ann. § 48-249-906 — TN Code / Title 48 / Chapter 249 / Section 48-249-906
Amendments to the certificate of authority
Status: in_force

If any statement in the application for a certificate of authority by a foreign LLC was false when made, or if any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file an application for amendment to the certificate of authority with the secretary of state, correcting the statement; provided, that changes in the registered office or registered agent shall be made in accordance with § 48-249-110 . The application for amendment to the certificate of authority shall be processed in the same manner as provided in § 48-249-905 for a certificate of authority. Acts 2005, ch. 286, § 1.
If any statement in the application for a certificate of authority by a foreign LLC was false when made, or if any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file an application for amendment to the certificate of authority with the secretary of state, correcting the statement; provided, that changes in the registered office or registered agent shall be made in accordance with § 48-249-110 . The application for amendment to the certificate of authority shall be processed in the same manner as provided in § 48-249-905 for a certificate of authority.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-16-208 — TN Code / Title 48 / Chapter 16 / Section 48-16-208
Restriction on transfer of shares and other securities
Status: in_force

(a) The charter, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 48-16-207(b) . Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. (c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) To preserve exemptions under federal or state securities law; or (3) For any other reasonable purpose. (d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares; (2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares; (3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or (4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. (e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. Acts 1986, ch. 887, § 6.27.
(a) The charter, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 48-16-207(b) . Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) To preserve exemptions under federal or state securities law; or (3) For any other reasonable purpose.
(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2) To preserve exemptions under federal or state securities law; or
(3) For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares; (2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares; (3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or (4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Acts 1986, ch. 887, § 6.27.
Tenn. Code Ann. § 48-65-110 — TN Code / Title 48 / Chapter 65 / Section 48-65-110
Service on foreign corporation
Status: in_force

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) Service on a foreign corporation when the secretary of state is its agent for service of process may be obtained pursuant to § 48-55-105 . (c) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. Acts 1987, ch. 242, § 15.10; 1989, ch. 445, § 19.
(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b) Service on a foreign corporation when the secretary of state is its agent for service of process may be obtained pursuant to § 48-55-105 .
(c) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
Acts 1987, ch. 242, § 15.10; 1989, ch. 445, § 19.
Tenn. Code Ann. § 48-245-201 — TN Code / Title 48 / Chapter 245 / Section 48-245-201
Nonjudicial termination by organizers
Status: in_force

(a) Manner. An LLC that has not accepted contributions may be dissolved and terminated by the organizers in the manner set forth in this section. (b) Articles of Termination. A majority of the organizers shall sign and file with the secretary of state articles of termination containing: (1) The name of the LLC; (2) The date of organization; (3) A statement that contributions have not been accepted; and (4) A statement that no debts remain unpaid. (c) The secretary of state shall file the articles of termination of existence of the LLC if the secretary of state finds that the articles: (1) Comply with subsection (b); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. (d) When the articles of termination have been filed in accordance with subsection (c), the existence of the LLC is terminated. Acts 1994, ch. 868, § 1; 2009, ch. 349, §§ 1, 2; 2010, ch. 741, § 26.
(a) Manner. An LLC that has not accepted contributions may be dissolved and terminated by the organizers in the manner set forth in this section.
(b) Articles of Termination. A majority of the organizers shall sign and file with the secretary of state articles of termination containing: (1) The name of the LLC; (2) The date of organization; (3) A statement that contributions have not been accepted; and (4) A statement that no debts remain unpaid.
(1) The name of the LLC;
(2) The date of organization;
(3) A statement that contributions have not been accepted; and
(4) A statement that no debts remain unpaid.
(c) The secretary of state shall file the articles of termination of existence of the LLC if the secretary of state finds that the articles: (1) Comply with subsection (b); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(1) Comply with subsection (b); and
(2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(d) When the articles of termination have been filed in accordance with subsection (c), the existence of the LLC is terminated.
Acts 1994, ch. 868, § 1; 2009, ch. 349, §§ 1, 2; 2010, ch. 741, § 26.
Tenn. Code Ann. § 48-249-1101 — TN Code / Title 48 / Chapter 249 / Section 48-249-1101
Applicability
Status: in_force

Parts 1-10 of this chapter apply to domestic and foreign PLLCs to the extent not inconsistent with this part. Acts 2005, ch. 286, § 1.
Parts 1-10 of this chapter apply to domestic and foreign PLLCs to the extent not inconsistent with this part.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-17-107 — TN Code / Title 48 / Chapter 17 / Section 48-17-107
Record date
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. (b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. (c) A determination of shareholders entitled to notice of or vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting. (d) If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date. Acts 1986, ch. 887, § 7.07.
(a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.
(c) A determination of shareholders entitled to notice of or vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Acts 1986, ch. 887, § 7.07.
Tenn. Code Ann. § 48-248-504 — TN Code / Title 48 / Chapter 248 / Section 48-248-504
Offense - Penalty
Status: in_force

(a) A person commits a Class B misdemeanor, punishable by a fine of not more than five hundred dollars ($500), if such person signs a document such person knows is false in any material respect with intent that the document be delivered to the licensing authority for filing. (b) The offense created by this section is in addition to any other offense created by law for the same conduct. Acts 1994, ch. 868, § 1.
(a) A person commits a Class B misdemeanor, punishable by a fine of not more than five hundred dollars ($500), if such person signs a document such person knows is false in any material respect with intent that the document be delivered to the licensing authority for filing.
(b) The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-239-112 — TN Code / Title 48 / Chapter 239 / Section 48-239-112
Quorum and voting of board of governors
Status: in_force

(a) Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of: (1) A majority of the fixed number of governors, if the LLC has a fixed board size; (2) A majority of the number of governors prescribed under § 48-239-101 , or if no number is prescribed, the number in office immediately before the meeting begins, if the LLC has a variable-range board. (b) The articles or operating agreement may authorize a quorum of a board of governors to consist of no fewer than one third (1/3) of the fixed or prescribed number of governors determined under subsection (a). (c) If a quorum is present, the affirmative vote of a majority of governors present is the act of the board of governors unless the act, articles or operating agreement requires the vote of a greater number of governors. (d) If a quorum is present when a duly called or held meeting is convened, the governors present may continue to transact business until adjournment, even though the withdrawal of a number of governors originally present leaves less than the proportion or number otherwise required for a quorum. (e) A governor who is present at a meeting of the board of governors when LLC action is taken is deemed to have assented to the action taken unless: (1) The governor objects at the beginning of the meeting (or promptly upon the governor's arrival) to holding it or transacting business at the meeting; (2) The governor's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The governor delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the LLC immediately after adjournment of the meeting. The right of dissent or abstention is not available to a governor who votes in favor of the action taken. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 55.
(a) Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of: (1) A majority of the fixed number of governors, if the LLC has a fixed board size; (2) A majority of the number of governors prescribed under § 48-239-101 , or if no number is prescribed, the number in office immediately before the meeting begins, if the LLC has a variable-range board.
(1) A majority of the fixed number of governors, if the LLC has a fixed board size;
(2) A majority of the number of governors prescribed under § 48-239-101 , or if no number is prescribed, the number in office immediately before the meeting begins, if the LLC has a variable-range board.
(b) The articles or operating agreement may authorize a quorum of a board of governors to consist of no fewer than one third (1/3) of the fixed or prescribed number of governors determined under subsection (a).
(c) If a quorum is present, the affirmative vote of a majority of governors present is the act of the board of governors unless the act, articles or operating agreement requires the vote of a greater number of governors.
(d) If a quorum is present when a duly called or held meeting is convened, the governors present may continue to transact business until adjournment, even though the withdrawal of a number of governors originally present leaves less than the proportion or number otherwise required for a quorum.
(e) A governor who is present at a meeting of the board of governors when LLC action is taken is deemed to have assented to the action taken unless: (1) The governor objects at the beginning of the meeting (or promptly upon the governor's arrival) to holding it or transacting business at the meeting; (2) The governor's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The governor delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the LLC immediately after adjournment of the meeting. The right of dissent or abstention is not available to a governor who votes in favor of the action taken.
(1) The governor objects at the beginning of the meeting (or promptly upon the governor's arrival) to holding it or transacting business at the meeting;
(2) The governor's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) The governor delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the LLC immediately after adjournment of the meeting. The right of dissent or abstention is not available to a governor who votes in favor of the action taken.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 55.
Tenn. Code Ann. § 48-103-505 — TN Code / Title 48 / Chapter 103 / Section 48-103-505
Severability - Construction with other laws
Status: in_force

(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or parts 2-4 of this chapter or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved. (b) If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict. Acts 1988, ch. 500, § 31; T.C.A., § 48-35-505.
(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or parts 2-4 of this chapter or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved.
(b) If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict.
Acts 1988, ch. 500, § 31; T.C.A., § 48-35-505.
Tenn. Code Ann. § 48-228-104 — TN Code / Title 48 / Chapter 228 / Section 48-228-104
Court-ordered inspection
Status: in_force

(a) If an LLC does not allow a member who complies with § 48-228-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the LLC's expense upon application of the member. (b) If the court orders inspection and copying of the records demanded, it shall also order the LLC to pay the member's costs (including reasonable counsel fees) incurred to obtain the order if the member proves that the LLC refused inspection without a reasonable basis for doubt about the right of the member to inspect the records demanded. (c) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. Acts 1994, ch. 868, § 1.
(a) If an LLC does not allow a member who complies with § 48-228-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the LLC's expense upon application of the member.
(b) If the court orders inspection and copying of the records demanded, it shall also order the LLC to pay the member's costs (including reasonable counsel fees) incurred to obtain the order if the member proves that the LLC refused inspection without a reasonable basis for doubt about the right of the member to inspect the records demanded.
(c) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-248-301 — TN Code / Title 48 / Chapter 248 / Section 48-248-301
Name
Status: in_force

(a) The name of a domestic PLLC and of a foreign PLLC registered in this state, in addition to satisfying the requirements of chapters 207 and 246 of this title (except the requirement that the name include the words "limited liability company" or "LLC"): (1) Must contain the words "professional limited company," "professional limited liability company" or "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C.," or such abbreviations without punctuation, or "L.L.P.C." except in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the foregoing, the designations allowed by the jurisdiction in which the PLLC was formed or organized; (2) Must not contain the word "corporation" or "incorporated" or an abbreviation of either or both of these words; (3) May not contain language stating or implying that it is organized for a purpose other than that authorized by § 48-248-104 and its articles. (b) Chapters 207 and 246 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a member or former member of the domestic or foreign PLLC or the name of an individual who was associated with a predecessor of the PLLC. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 91.
(a) The name of a domestic PLLC and of a foreign PLLC registered in this state, in addition to satisfying the requirements of chapters 207 and 246 of this title (except the requirement that the name include the words "limited liability company" or "LLC"): (1) Must contain the words "professional limited company," "professional limited liability company" or "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C.," or such abbreviations without punctuation, or "L.L.P.C." except in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the foregoing, the designations allowed by the jurisdiction in which the PLLC was formed or organized; (2) Must not contain the word "corporation" or "incorporated" or an abbreviation of either or both of these words; (3) May not contain language stating or implying that it is organized for a purpose other than that authorized by § 48-248-104 and its articles.
(1) Must contain the words "professional limited company," "professional limited liability company" or "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C.," or such abbreviations without punctuation, or "L.L.P.C." except in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the foregoing, the designations allowed by the jurisdiction in which the PLLC was formed or organized;
(2) Must not contain the word "corporation" or "incorporated" or an abbreviation of either or both of these words;
(3) May not contain language stating or implying that it is organized for a purpose other than that authorized by § 48-248-104 and its articles.
(b) Chapters 207 and 246 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a member or former member of the domestic or foreign PLLC or the name of an individual who was associated with a predecessor of the PLLC.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 91.
Tenn. Code Ann. § 48-101-619 — TN Code / Title 48 / Chapter 101 / Section 48-101-619
Proxy to vote shares
Status: in_force

(a) Only a qualified person may be appointed a proxy to vote shares of a professional corporation. (b) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But if a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection (b) continues to be valid for ten (10) months after the date of death or for five (5) months after the disqualification occurred. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-619.
(a) Only a qualified person may be appointed a proxy to vote shares of a professional corporation.
(b) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But if a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection (b) continues to be valid for ten (10) months after the date of death or for five (5) months after the disqualification occurred.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-619.
Tenn. Code Ann. § 48-201-102 — TN Code / Title 48 / Chapter 201 / Section 48-201-102
Reservation of power to amend or repeal
Status: in_force

The general assembly has the power to amend or repeal all or part of chapters 201-248 of this title at any time and all domestic and foreign LLCs subject to chapters 201-248 of this title shall be governed by the amendment or repeal. Acts 1994, ch. 868, § 1.
The general assembly has the power to amend or repeal all or part of chapters 201-248 of this title at any time and all domestic and foreign LLCs subject to chapters 201-248 of this title shall be governed by the amendment or repeal.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-18-702 — TN Code / Title 48 / Chapter 18 / Section 48-18-702
Judicial action
Status: in_force

(a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if it is not a director's or officer's conflicting interest transaction. (b) A director's or officer's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if: (1) Directors' action respecting the transaction was taken in compliance with § 48-18-703 at any time; (2) Shareholders' action respecting the transaction was taken in compliance with § 48-18-704 at any time; or (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. Acts 2012, ch. 1051, § 36.
(a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if it is not a director's or officer's conflicting interest transaction.
(b) A director's or officer's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if: (1) Directors' action respecting the transaction was taken in compliance with § 48-18-703 at any time; (2) Shareholders' action respecting the transaction was taken in compliance with § 48-18-704 at any time; or (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
(1) Directors' action respecting the transaction was taken in compliance with § 48-18-703 at any time;
(2) Shareholders' action respecting the transaction was taken in compliance with § 48-18-704 at any time; or
(3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Acts 2012, ch. 1051, § 36.
Tenn. Code Ann. § 48-101-304 — TN Code / Title 48 / Chapter 101 / Section 48-101-304
Certificate of incorporation
Status: in_force

(a) The certificate of incorporation shall set forth: (1) The names and residences of the applicants, together with a recital that each of them is an elector of and taxpayer in the municipality; (2) The name of the corporation which shall be The Health, Educational and Housing Facility Board of the ______________ of ______________ (the blanks to be filled in with the name of the municipality), if such name shall be available for use by the corporation and if not available then the incorporators shall designate some other similar name that is available; (3) A recital that permission to organize the corporation has been granted by resolution duly adopted by the governing body of the municipality and the date of the adoption of such resolution; (4) The location of the principal office of the corporation (which shall be in the municipality); (5) The purposes for which the corporation is proposed to be organized; (6) The number of directors of the corporation; (7) The period, if any, for the duration of the corporation; and (8) Any other matter which the applicants may choose to insert therein which shall not be inconsistent with this part or with the laws of the state of Tennessee. (b) The certificate of incorporation shall be subscribed and acknowledged by each of the applicants before an officer authorized by the laws of Tennessee to take acknowledgments to deeds. Acts 1969, ch. 333, § 4; 1982, ch. 947, § 5; T.C.A., §§ 48-1904, 48-3-304.
(a) The certificate of incorporation shall set forth: (1) The names and residences of the applicants, together with a recital that each of them is an elector of and taxpayer in the municipality; (2) The name of the corporation which shall be The Health, Educational and Housing Facility Board of the ______________ of ______________ (the blanks to be filled in with the name of the municipality), if such name shall be available for use by the corporation and if not available then the incorporators shall designate some other similar name that is available; (3) A recital that permission to organize the corporation has been granted by resolution duly adopted by the governing body of the municipality and the date of the adoption of such resolution; (4) The location of the principal office of the corporation (which shall be in the municipality); (5) The purposes for which the corporation is proposed to be organized; (6) The number of directors of the corporation; (7) The period, if any, for the duration of the corporation; and (8) Any other matter which the applicants may choose to insert therein which shall not be inconsistent with this part or with the laws of the state of Tennessee.
(1) The names and residences of the applicants, together with a recital that each of them is an elector of and taxpayer in the municipality;
(2) The name of the corporation which shall be The Health, Educational and Housing Facility Board of the ______________ of ______________ (the blanks to be filled in with the name of the municipality), if such name shall be available for use by the corporation and if not available then the incorporators shall designate some other similar name that is available;
(3) A recital that permission to organize the corporation has been granted by resolution duly adopted by the governing body of the municipality and the date of the adoption of such resolution;
(4) The location of the principal office of the corporation (which shall be in the municipality);
(5) The purposes for which the corporation is proposed to be organized;
(6) The number of directors of the corporation;
(7) The period, if any, for the duration of the corporation; and
(8) Any other matter which the applicants may choose to insert therein which shall not be inconsistent with this part or with the laws of the state of Tennessee.
(b) The certificate of incorporation shall be subscribed and acknowledged by each of the applicants before an officer authorized by the laws of Tennessee to take acknowledgments to deeds.
Acts 1969, ch. 333, § 4; 1982, ch. 947, § 5; T.C.A., §§ 48-1904, 48-3-304.
Tenn. Code Ann. § 48-249-612 — TN Code / Title 48 / Chapter 249 / Section 48-249-612
Articles of termination
Status: in_force

(a) When filed. Articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC. (b) Contents. Articles of termination shall set forth: (1) The name of the LLC; (2) The date of filing of its articles of organization; (3) The reason for the filing of the articles of termination; (4) Whether known and potential creditors and claimants have been notified of the dissolution under § 48-249-611 ; and (5) Any other information that the person filing the articles of termination determines necessary or desirable to include. (c) The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination: (1) Comply with subsection (b); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 42.
(a) When filed. Articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC.
(b) Contents. Articles of termination shall set forth: (1) The name of the LLC; (2) The date of filing of its articles of organization; (3) The reason for the filing of the articles of termination; (4) Whether known and potential creditors and claimants have been notified of the dissolution under § 48-249-611 ; and (5) Any other information that the person filing the articles of termination determines necessary or desirable to include.
(1) The name of the LLC;
(2) The date of filing of its articles of organization;
(3) The reason for the filing of the articles of termination;
(4) Whether known and potential creditors and claimants have been notified of the dissolution under § 48-249-611 ; and
(5) Any other information that the person filing the articles of termination determines necessary or desirable to include.
(c) The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination: (1) Comply with subsection (b); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(1) Comply with subsection (b); and
(2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 42.
Tenn. Code Ann. § 48-69-105 — TN Code / Title 48 / Chapter 69 / Section 48-69-105
Existing cooperatives
Status: in_force

Any existing G&T cooperative shall be deemed to have been created, organized and operating under this chapter without further action by its members or board of directors and shall have all the rights, privileges, duties and obligations provided in this chapter. Acts 2009, ch. 475, § 1.
Any existing G&T cooperative shall be deemed to have been created, organized and operating under this chapter without further action by its members or board of directors and shall have all the rights, privileges, duties and obligations provided in this chapter.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-68-205 — TN Code / Title 48 / Chapter 68 / Section 48-68-205
Published written notice
Status: in_force

(a) Within five (5) days after giving written notice pursuant to § 48-68-203 , the public benefit hospital entity shall cause the written notice to be published in one (1) or more newspapers of general circulation that are published in the county of the public benefit hospital entity. The published written notice shall contain: (1) The text of the written notice provided to the attorney general and reporter under § 48-68-203 ; and (2) The following statements: (A) "This notice is provided pursuant to Tennessee Code Annotated, Title 48, Chapter 68, Part 2"; and (B) "Any interested party wishing to provide written comment may submit the written comment directly to the Attorney General and Reporter, Antitrust Division, 425 Fifth Avenue North, Nashville, Tennessee 37243". (b) A failure by the public benefit hospital entity giving notice under § 48-68-203 to provide a published written notice as required by subsection (a) shall be a sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction. Acts 2006, ch. 930, § 6.
(a) Within five (5) days after giving written notice pursuant to § 48-68-203 , the public benefit hospital entity shall cause the written notice to be published in one (1) or more newspapers of general circulation that are published in the county of the public benefit hospital entity. The published written notice shall contain: (1) The text of the written notice provided to the attorney general and reporter under § 48-68-203 ; and (2) The following statements: (A) "This notice is provided pursuant to Tennessee Code Annotated, Title 48, Chapter 68, Part 2"; and (B) "Any interested party wishing to provide written comment may submit the written comment directly to the Attorney General and Reporter, Antitrust Division, 425 Fifth Avenue North, Nashville, Tennessee 37243".
(1) The text of the written notice provided to the attorney general and reporter under § 48-68-203 ; and
(2) The following statements: (A) "This notice is provided pursuant to Tennessee Code Annotated, Title 48, Chapter 68, Part 2"; and (B) "Any interested party wishing to provide written comment may submit the written comment directly to the Attorney General and Reporter, Antitrust Division, 425 Fifth Avenue North, Nashville, Tennessee 37243".
(A) "This notice is provided pursuant to Tennessee Code Annotated, Title 48, Chapter 68, Part 2"; and
(B) "Any interested party wishing to provide written comment may submit the written comment directly to the Attorney General and Reporter, Antitrust Division, 425 Fifth Avenue North, Nashville, Tennessee 37243".
(b) A failure by the public benefit hospital entity giving notice under § 48-68-203 to provide a published written notice as required by subsection (a) shall be a sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 6.
Tenn. Code Ann. § 48-60-108 — TN Code / Title 48 / Chapter 60 / Section 48-60-108
Effect of amendment
Status: in_force

(a) Except as provided in subsections (b), (c), and (d), an amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the charter. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (b) Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its charter unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets. (c) Unless a corporation, after notifying the attorney general and reporter, obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its charter may not affect: (1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or (2) The existing rights of persons other than its members. (d) A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the charter unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (d) does not apply to the receipt of reasonable compensation for services rendered. Amended by 2016 Tenn. Acts, ch. 688,s 2, eff. 7/1/2016. Amended by 2014 Tenn. Acts, ch. 899,s 61, eff. 1/1/2015. Acts 1987, ch. 242, § 10.08.
(a) Except as provided in subsections (b), (c), and (d), an amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the charter. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(b) Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its charter unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.
(c) Unless a corporation, after notifying the attorney general and reporter, obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its charter may not affect: (1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or (2) The existing rights of persons other than its members.
(1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
(2) The existing rights of persons other than its members.
(d) A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the charter unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (d) does not apply to the receipt of reasonable compensation for services rendered.
Amended by 2016 Tenn. Acts, ch. 688,s 2, eff. 7/1/2016.
Amended by 2014 Tenn. Acts, ch. 899,s 61, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.08.
Tenn. Code Ann. § 48-250-102 — TN Code / Title 48 / Chapter 250 / Section 48-250-102
Application of the Tennessee Revised Limited Liability Company Act
Status: in_force

(a) The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, applies to decentralized organizations to the extent not inconsistent with this chapter. (b) This chapter does not repeal or modify a statute or rule that applies to a limited liability company that is organized under the Tennessee Revised Limited Liability Company Act that does not elect to become a decentralized organization. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
(a) The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, applies to decentralized organizations to the extent not inconsistent with this chapter.
(b) This chapter does not repeal or modify a statute or rule that applies to a limited liability company that is organized under the Tennessee Revised Limited Liability Company Act that does not elect to become a decentralized organization.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-65-102 — TN Code / Title 48 / Chapter 65 / Section 48-65-102
Consequences of transacting business without authority
Status: in_force

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) A foreign corporation which transacts business or conducts affairs in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business or conducted affairs in this state without a certificate of authority, in an amount equal to treble the amount of all fees, penalties and taxes, plus interest, which would have been imposed by the laws of this state upon such corporation had it duly applied for and received a certificate of authority as required by this chapter, and thereafter had failed to file all reports required. (e) An application for a certificate of authority by a foreign corporation which has transacted business in this state without a certificate of authority shall not be filed by the secretary until all amounts due under subsection (d) shall have been paid. (f) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. Acts 1987, ch. 242, § 15.02.
(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation which transacts business or conducts affairs in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business or conducted affairs in this state without a certificate of authority, in an amount equal to treble the amount of all fees, penalties and taxes, plus interest, which would have been imposed by the laws of this state upon such corporation had it duly applied for and received a certificate of authority as required by this chapter, and thereafter had failed to file all reports required.
(e) An application for a certificate of authority by a foreign corporation which has transacted business in this state without a certificate of authority shall not be filed by the secretary until all amounts due under subsection (d) shall have been paid.
(f) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Acts 1987, ch. 242, § 15.02.
Tenn. Code Ann. § 48-245-903 — TN Code / Title 48 / Chapter 245 / Section 48-245-903
Procedure for judicial dissolution
Status: in_force

(a) Venue. Venue for a proceeding by the attorney general and reporter to dissolve an LLC lies in Davidson County. Venue for a proceeding brought by any other party lies in the county where the LLC's principal executive office is or was last located. (b) Parties. It is not necessary to make members parties to a proceeding to dissolve an LLC unless relief is sought against them individually. (c) Injunctions. A court in a proceeding brought to dissolve an LLC may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the LLC's assets wherever located, and carry on the business of the LLC until a full hearing can be held. (d) Bond and Expenses. In a proceeding for dissolution by a member, the petitioner shall execute and file in the proceeding a bond, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding. Acts 1994, ch. 868, § 1.
(a) Venue. Venue for a proceeding by the attorney general and reporter to dissolve an LLC lies in Davidson County. Venue for a proceeding brought by any other party lies in the county where the LLC's principal executive office is or was last located.
(b) Parties. It is not necessary to make members parties to a proceeding to dissolve an LLC unless relief is sought against them individually.
(c) Injunctions. A court in a proceeding brought to dissolve an LLC may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the LLC's assets wherever located, and carry on the business of the LLC until a full hearing can be held.
(d) Bond and Expenses. In a proceeding for dissolution by a member, the petitioner shall execute and file in the proceeding a bond, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-801 — TN Code / Title 48 / Chapter 101 / Section 48-101-801
Short title
Status: in_force

This part shall be known and may be cited as the "Tennessee Revised Nonprofit Limited Liability Company Act." Acts 2006, ch. 620, § 2.
This part shall be known and may be cited as the "Tennessee Revised Nonprofit Limited Liability Company Act."
Acts 2006, ch. 620, § 2.
Tenn. Code Ann. § 48-25-302 — TN Code / Title 48 / Chapter 25 / Section 48-25-302
Procedure for and effect of revocation
Status: in_force

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-25-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with notice of the secretary of state's determination under § 48-25-110 , except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-25-301(6) and a certificate of revocation may be sent without the two-month waiting period required by subsection (b). (b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under § 48-25-110 , the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under § 48-25-110 , except that the certificate may be sent by first class mail. (c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with § 48-15-105 . (e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. (f) Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the suspension of the certificate of authority of foreign corporations for failure to comply with the provisions thereof. Acts 1986, ch. 887, § 15.31; 1989, ch. 451, § 29; 2012, ch. 1051, § 53.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-25-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with notice of the secretary of state's determination under § 48-25-110 , except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-25-301(6) and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).
(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under § 48-25-110 , the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under § 48-25-110 , except that the certificate may be sent by first class mail.
(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with § 48-15-105 .
(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
(f) Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the suspension of the certificate of authority of foreign corporations for failure to comply with the provisions thereof.
Acts 1986, ch. 887, § 15.31; 1989, ch. 451, § 29; 2012, ch. 1051, § 53.
Tenn. Code Ann. § 48-207-102 — TN Code / Title 48 / Chapter 207 / Section 48-207-102
Reserved name
Status: repealed

(a) Reserving a Name. A person may reserve the exclusive use of an LLC name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the LLC name applied for meets the requirements of § 48-207-101 and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name. (b) Transfer of Reserved Name. The owner of a reserved LLC name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee. (c) Cancellation of Reserved Name. The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Acts 1994, ch. 868, § 1.
(a) Reserving a Name. A person may reserve the exclusive use of an LLC name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the LLC name applied for meets the requirements of § 48-207-101 and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
(b) Transfer of Reserved Name. The owner of a reserved LLC name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(c) Cancellation of Reserved Name. The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-68-201 — TN Code / Title 48 / Chapter 68 / Section 48-68-201
Short title
Status: in_force

This part shall be known and may be cited as the "Public Benefit Hospital Sales and Conveyance Act of 2006." Acts 2006, ch. 930, § 2.
This part shall be known and may be cited as the "Public Benefit Hospital Sales and Conveyance Act of 2006."
Acts 2006, ch. 930, § 2.
Tenn. Code Ann. § 48-12-103 — TN Code / Title 48 / Chapter 12 / Section 48-12-103
Incorporation
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state. (b) The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. Acts 1986, ch. 887, § 2.03; 1987, ch. 273, § 22.
(a) Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state.
(b) The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Acts 1986, ch. 887, § 2.03; 1987, ch. 273, § 22.
Tenn. Code Ann. § 48-101-117 — TN Code / Title 48 / Chapter 101 / Section 48-101-117
Deposit of funds
Status: in_force

(a) The corporation shall not deposit any of its funds in any banking institution, unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. (b) The corporation shall not receive money on deposit. Acts 1959, ch. 170, § 12; T.C.A., §§ 48-1717, 48-3-117.
(a) The corporation shall not deposit any of its funds in any banking institution, unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
(b) The corporation shall not receive money on deposit.
Acts 1959, ch. 170, § 12; T.C.A., §§ 48-1717, 48-3-117.
Tenn. Code Ann. § 48-246-503 — TN Code / Title 48 / Chapter 246 / Section 48-246-503
Reinstatement following administrative revocation
Status: in_force

(a) A foreign LLC whose certificate of authority is administratively revoked under § 48-246-502 may apply to the secretary of state for reinstatement. The application must: (1) Be accompanied by a confirmation of good standing relative to such foreign LLC; (2) Recite the name of the foreign LLC at its date of revocation; (3) State that the ground or grounds for revocation either did not exist or have been eliminated; and (4) State a foreign LLC name that satisfies the requirements of § 48-246-201 . (b) (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC; and (2) If the foreign LLC name in subdivision (a)(4) is different than the foreign LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the foreign LLC name. (c) When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative revocation and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred. Acts 1994, ch. 868, § 1; 2010, ch. 741, §§ 33, 34; 2011, ch. 99, §§ 8-10.
(a) A foreign LLC whose certificate of authority is administratively revoked under § 48-246-502 may apply to the secretary of state for reinstatement. The application must: (1) Be accompanied by a confirmation of good standing relative to such foreign LLC; (2) Recite the name of the foreign LLC at its date of revocation; (3) State that the ground or grounds for revocation either did not exist or have been eliminated; and (4) State a foreign LLC name that satisfies the requirements of § 48-246-201 .
(1) Be accompanied by a confirmation of good standing relative to such foreign LLC;
(2) Recite the name of the foreign LLC at its date of revocation;
(3) State that the ground or grounds for revocation either did not exist or have been eliminated; and
(4) State a foreign LLC name that satisfies the requirements of § 48-246-201 .
(b) (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC; and (2) If the foreign LLC name in subdivision (a)(4) is different than the foreign LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the foreign LLC name.
(1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC; and
(2) If the foreign LLC name in subdivision (a)(4) is different than the foreign LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the foreign LLC name.
(c) When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative revocation and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred.
Acts 1994, ch. 868, § 1; 2010, ch. 741, §§ 33, 34; 2011, ch. 99, §§ 8-10.
Tenn. Code Ann. § 48-101-618 — TN Code / Title 48 / Chapter 101 / Section 48-101-618
Officers and directors
Status: in_force

If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (½) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if any) and any assistant treasurer (if any), of any professional corporation shall be qualified persons with respect to the corporation. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-618.
If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (½) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if any) and any assistant treasurer (if any), of any professional corporation shall be qualified persons with respect to the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-618.
Tenn. Code Ann. § 48-249-617 — TN Code / Title 48 / Chapter 249 / Section 48-249-617
Judicial dissolution and termination
Status: in_force

(a) Judicial decree. On application by the attorney general and reporter, or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the LLC documents. (b) Effectiveness of dissolution. The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve as a notice of dissolution. (c) Effectiveness of termination. The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve and have the same effect as articles of termination. Acts 2005, ch. 286, § 1.
(a) Judicial decree. On application by the attorney general and reporter, or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the LLC documents.
(b) Effectiveness of dissolution. The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve as a notice of dissolution.
(c) Effectiveness of termination. The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve and have the same effect as articles of termination.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-58-107 — TN Code / Title 48 / Chapter 58 / Section 48-58-107
Resignation of directors
Status: in_force

(a) A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. Acts 1987, ch. 242, § 8.07.
(a) A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation.
(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
Acts 1987, ch. 242, § 8.07.
Tenn. Code Ann. § 48-241-109 — TN Code / Title 48 / Chapter 241 / Section 48-241-109
Resignation and vacancy
Status: in_force

(a) Resignation. Unless otherwise provided in an employment contract or an agreement with the LLC, a manager may resign at any time by giving written notice to the LLC. The resignation is effective without acceptance when the notice is delivered to the LLC, unless a later effective date is specified in the notice. (b) Vacancy. A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of chief manager or secretary, must be filled for the unexpired portion of the term in the manner provided in the articles or operating agreement, or, if the LLC is board-managed, as determined by the board of governors, or, if the LLC is member-managed, as determined by the members. If a vacancy will be created by a resignation which is made effective at a later date and the LLC accepts the future effective date, the board of governors of a board-managed LLC or the members of a member-managed LLC may fill the pending vacancy before the effective date if the action provides that the successor does not take office until the effective date. Acts 1994, ch. 868, § 1.
(a) Resignation. Unless otherwise provided in an employment contract or an agreement with the LLC, a manager may resign at any time by giving written notice to the LLC. The resignation is effective without acceptance when the notice is delivered to the LLC, unless a later effective date is specified in the notice.
(b) Vacancy. A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of chief manager or secretary, must be filled for the unexpired portion of the term in the manner provided in the articles or operating agreement, or, if the LLC is board-managed, as determined by the board of governors, or, if the LLC is member-managed, as determined by the members. If a vacancy will be created by a resignation which is made effective at a later date and the LLC accepts the future effective date, the board of governors of a board-managed LLC or the members of a member-managed LLC may fill the pending vacancy before the effective date if the action provides that the successor does not take office until the effective date.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1114 — TN Code / Title 48 / Chapter 249 / Section 48-249-1114
Assessment of proceeding costs
Status: in_force

(a) Determination and assessment. In a fair value proceeding commenced under § 48-249-1113 , the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and the court shall assess the costs against the PLLC. Notwithstanding this subsection (a), the court may assess those costs in an amount the court determines to be equitable against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , if the court determines that such person acted arbitrarily, vexatiously or not in good faith in refusing to accept the PLLC's offer. (b) Other fees and expenses. The court may also: (1) Assess the fees and expenses of counsel and experts for the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) against the PLLC, and in favor of such person, if the court determines that the fair value of the membership interest or financial rights substantially exceeded the amount offered by the PLLC or that the PLLC did not make an offer; or (2) Assess the fees and expenses of counsel and experts for the PLLC against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , and in favor of the PLLC, if the court finds that the fair value of the membership interest or financial rights did not substantially exceed the amount offered by the PLLC. Acts 2005, ch. 286, § 1.
(a) Determination and assessment. In a fair value proceeding commenced under § 48-249-1113 , the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and the court shall assess the costs against the PLLC. Notwithstanding this subsection (a), the court may assess those costs in an amount the court determines to be equitable against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , if the court determines that such person acted arbitrarily, vexatiously or not in good faith in refusing to accept the PLLC's offer.
(b) Other fees and expenses. The court may also: (1) Assess the fees and expenses of counsel and experts for the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) against the PLLC, and in favor of such person, if the court determines that the fair value of the membership interest or financial rights substantially exceeded the amount offered by the PLLC or that the PLLC did not make an offer; or (2) Assess the fees and expenses of counsel and experts for the PLLC against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , and in favor of the PLLC, if the court finds that the fair value of the membership interest or financial rights did not substantially exceed the amount offered by the PLLC.
(1) Assess the fees and expenses of counsel and experts for the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) against the PLLC, and in favor of such person, if the court determines that the fair value of the membership interest or financial rights substantially exceeded the amount offered by the PLLC or that the PLLC did not make an offer; or
(2) Assess the fees and expenses of counsel and experts for the PLLC against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , and in favor of the PLLC, if the court finds that the fair value of the membership interest or financial rights did not substantially exceed the amount offered by the PLLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-244-103 — TN Code / Title 48 / Chapter 244 / Section 48-244-103
Certificate of merger
Status: in_force

If a domestic LLC is merging under this section, the domestic LLC or business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger must be executed by a duly authorized person and set forth: (1) The name, jurisdiction and date of formation or organization of each of the LLCs or other entities which is a party to the merger; (2) That a plan of merger has been approved and executed by each of the LLCs and other business entities which are a party to the merger; (3) The name and address of the principal executive office or equivalent thereof, of the surviving or resulting entity into which the other entities will merge; (4) Whether the surviving entity is an LLC, general partnership, limited partnership, corporation or form of other entity; (5) The future effective date or time, which shall be a date or time certain and which shall comply with § 48-247-109(b) of the merger if it is not to be effective upon the filing of the plan of merger; (6) That the plan of merger is on file at a place of business of the surviving or resulting entity, and shall state the address thereof; (7) That a copy of the plan of merger will be furnished by the surviving or resulting entity, on request and without cost, to any member of any domestic LLC or any persons holding an interest in any other entity which is or was a party to the merger; and (8) If the surviving or resulting entity is not a domestic LLC, or an entity other than a general partnership organized under the laws of this state, a statement that such surviving or resulting entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any entity which is a party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 48-208-105 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-208-105 . Acts 1994, ch. 868, § 1.
If a domestic LLC is merging under this section, the domestic LLC or business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger must be executed by a duly authorized person and set forth:
(1) The name, jurisdiction and date of formation or organization of each of the LLCs or other entities which is a party to the merger;
(2) That a plan of merger has been approved and executed by each of the LLCs and other business entities which are a party to the merger;
(3) The name and address of the principal executive office or equivalent thereof, of the surviving or resulting entity into which the other entities will merge;
(4) Whether the surviving entity is an LLC, general partnership, limited partnership, corporation or form of other entity;
(5) The future effective date or time, which shall be a date or time certain and which shall comply with § 48-247-109(b) of the merger if it is not to be effective upon the filing of the plan of merger;
(6) That the plan of merger is on file at a place of business of the surviving or resulting entity, and shall state the address thereof;
(7) That a copy of the plan of merger will be furnished by the surviving or resulting entity, on request and without cost, to any member of any domestic LLC or any persons holding an interest in any other entity which is or was a party to the merger; and
(8) If the surviving or resulting entity is not a domestic LLC, or an entity other than a general partnership organized under the laws of this state, a statement that such surviving or resulting entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any entity which is a party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 48-208-105 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-208-105 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-69-112 — TN Code / Title 48 / Chapter 69 / Section 48-69-112
Membership in cooperative
Status: in_force

(a) Only distribution cooperatives, governmental electric systems, energy acquisition corporations, another G&T cooperative and joint action agencies created under the laws of any state shall be eligible to be members of a G&T cooperative. Members must meet such other qualifications and criteria for membership as may be established in the bylaws of the G&T cooperative. To the extent not inconsistent with this chapter, member classifications, qualifications, rights and obligations may be established for patron members and for nonpatron members as the bylaws shall provide. (b) Members that are governmental electric systems shall act through the board or supervisory body having responsibility for the members' electric systems or pursuant to ordinances or resolutions adopted by such governing boards, which may include ordinances or resolutions that delegate the authorization to act on behalf of the governmental electric system to one (1) or more employees or officials of the system. (c) Members shall be subject to any other qualifications, limitations, rights and obligations with respect to membership and to other provisions with respect to a member's admission, resignation, withdrawal, suspension, expulsion and termination as the board of directors or the members shall establish through the G&T cooperative's bylaws. Acts 2009, ch. 475, § 1.
(a) Only distribution cooperatives, governmental electric systems, energy acquisition corporations, another G&T cooperative and joint action agencies created under the laws of any state shall be eligible to be members of a G&T cooperative. Members must meet such other qualifications and criteria for membership as may be established in the bylaws of the G&T cooperative. To the extent not inconsistent with this chapter, member classifications, qualifications, rights and obligations may be established for patron members and for nonpatron members as the bylaws shall provide.
(b) Members that are governmental electric systems shall act through the board or supervisory body having responsibility for the members' electric systems or pursuant to ordinances or resolutions adopted by such governing boards, which may include ordinances or resolutions that delegate the authorization to act on behalf of the governmental electric system to one (1) or more employees or officials of the system.
(c) Members shall be subject to any other qualifications, limitations, rights and obligations with respect to membership and to other provisions with respect to a member's admission, resignation, withdrawal, suspension, expulsion and termination as the board of directors or the members shall establish through the G&T cooperative's bylaws.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-58-304 — TN Code / Title 48 / Chapter 58 / Section 48-58-304
[Repealed]
Status: repealed

Repealed by 2014 Tenn. Acts, ch. 899, s 41, eff. 1/1/2015. Acts 1987, ch. 242, § 8.33.
Repealed by 2014 Tenn. Acts, ch. 899, s 41, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.33.
Tenn. Code Ann. § 48-61-104 — TN Code / Title 48 / Chapter 61 / Section 48-61-104
Approval and adoption of plan of merger or membership exchange
Status: in_force

In the case of a domestic nonprofit corporation that is a party to a merger or membership exchange: (1) The plan of merger or membership exchange shall be adopted by the board of directors of each party to the merger or membership exchange and approved by the members, if any, of each party; (2) Except as provided in subdivision (7) and in § 48-61-105 , after adopting the plan of merger or membership exchange, the board of directors shall submit the plan of merger or membership exchange for approval to the members if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination; (3) The board of directors may condition its submission of the plan of merger or membership exchange to its members on any basis; (4) If the plan of merger or membership exchange is required to be approved by the members, and if the approval is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the members' meeting at which the plan is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger or membership exchange and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the charter or organic documents of that corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the charter or organizational documents of the new corporation or other entity; (5) Unless chapters 51-68 of this title, the charter, the organic documents or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of merger or membership exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; (6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of memberships that would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the charter or bylaws, would entitle the class of members to vote as a class on the proposed amendment under § 48-60-104 or § 48-60-205 ; (B) On a plan of membership exchange, by each class or series of memberships included in the exchange, with each class or series constituting a separate voting group; or (C) On a plan of merger or membership exchange, if the voting group is entitled under the charter or by agreement to vote as a voting group to approve a plan of merger or membership exchange; (7) Unless the charter otherwise provides, approval by the members of a domestic corporation of a plan of merger or membership exchange shall not be required if: (A) The corporation will survive the merger or is the acquiring corporation in a membership exchange; (B) Except for amendments enumerated in § 48-60-102 , its charter will not differ from the charter before the merger; (C) Each member of the corporation whose memberships were outstanding immediately before the effective date of the merger or exchange will hold the same number of memberships, with identical designations, preferences, limitations and relative rights, immediately after the effective date of the merger or exchange; (D) The voting power of the members and memberships outstanding immediately after the merger or exchanging, plus the voting power of the memberships issuable as a result of the merger or exchange (either by the conversion of memberships, rights or eligible interests issued pursuant to the merger or exchange or by the exercise of rights or contracts issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the voting power of the total memberships of the corporation immediately before the merger or exchange; and (E) The number of participating memberships immediately after the merger or exchange, plus the number of participating memberships issuable as a result of the merger or exchange (either by the conversion of memberships, rights or eligible interests issued pursuant to the merger or exchange by the exercise of rights or options issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the total number of participating memberships immediately before the merger or exchange; and (8) If as a result of a merger or membership exchange, one (1) or more members of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger or membership exchange shall require the execution, by each member, of a separate written consent to become subject to such owner liability. Amended by 2015 Tenn. Acts, ch. 60,s 7, eff. 4/6/2015. Amended by 2014 Tenn. Acts, ch. 899,s 68, eff. 1/1/2015. Acts 1987, ch. 242, § 11.04.
In the case of a domestic nonprofit corporation that is a party to a merger or membership exchange:
(1) The plan of merger or membership exchange shall be adopted by the board of directors of each party to the merger or membership exchange and approved by the members, if any, of each party;
(2) Except as provided in subdivision (7) and in § 48-61-105 , after adopting the plan of merger or membership exchange, the board of directors shall submit the plan of merger or membership exchange for approval to the members if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;
(3) The board of directors may condition its submission of the plan of merger or membership exchange to its members on any basis;
(4) If the plan of merger or membership exchange is required to be approved by the members, and if the approval is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the members' meeting at which the plan is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger or membership exchange and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the charter or organic documents of that corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the charter or organizational documents of the new corporation or other entity;
(5) Unless chapters 51-68 of this title, the charter, the organic documents or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of merger or membership exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;
(6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of memberships that would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the charter or bylaws, would entitle the class of members to vote as a class on the proposed amendment under § 48-60-104 or § 48-60-205 ; (B) On a plan of membership exchange, by each class or series of memberships included in the exchange, with each class or series constituting a separate voting group; or (C) On a plan of merger or membership exchange, if the voting group is entitled under the charter or by agreement to vote as a voting group to approve a plan of merger or membership exchange;
(A) On a plan of merger, by each class or series of memberships that would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the charter or bylaws, would entitle the class of members to vote as a class on the proposed amendment under § 48-60-104 or § 48-60-205 ;
(B) On a plan of membership exchange, by each class or series of memberships included in the exchange, with each class or series constituting a separate voting group; or
(C) On a plan of merger or membership exchange, if the voting group is entitled under the charter or by agreement to vote as a voting group to approve a plan of merger or membership exchange;
(7) Unless the charter otherwise provides, approval by the members of a domestic corporation of a plan of merger or membership exchange shall not be required if: (A) The corporation will survive the merger or is the acquiring corporation in a membership exchange; (B) Except for amendments enumerated in § 48-60-102 , its charter will not differ from the charter before the merger; (C) Each member of the corporation whose memberships were outstanding immediately before the effective date of the merger or exchange will hold the same number of memberships, with identical designations, preferences, limitations and relative rights, immediately after the effective date of the merger or exchange; (D) The voting power of the members and memberships outstanding immediately after the merger or exchanging, plus the voting power of the memberships issuable as a result of the merger or exchange (either by the conversion of memberships, rights or eligible interests issued pursuant to the merger or exchange or by the exercise of rights or contracts issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the voting power of the total memberships of the corporation immediately before the merger or exchange; and (E) The number of participating memberships immediately after the merger or exchange, plus the number of participating memberships issuable as a result of the merger or exchange (either by the conversion of memberships, rights or eligible interests issued pursuant to the merger or exchange by the exercise of rights or options issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the total number of participating memberships immediately before the merger or exchange; and
(A) The corporation will survive the merger or is the acquiring corporation in a membership exchange;
(B) Except for amendments enumerated in § 48-60-102 , its charter will not differ from the charter before the merger;
(C) Each member of the corporation whose memberships were outstanding immediately before the effective date of the merger or exchange will hold the same number of memberships, with identical designations, preferences, limitations and relative rights, immediately after the effective date of the merger or exchange;
(D) The voting power of the members and memberships outstanding immediately after the merger or exchanging, plus the voting power of the memberships issuable as a result of the merger or exchange (either by the conversion of memberships, rights or eligible interests issued pursuant to the merger or exchange or by the exercise of rights or contracts issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the voting power of the total memberships of the corporation immediately before the merger or exchange; and
(E) The number of participating memberships immediately after the merger or exchange, plus the number of participating memberships issuable as a result of the merger or exchange (either by the conversion of memberships, rights or eligible interests issued pursuant to the merger or exchange by the exercise of rights or options issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the total number of participating memberships immediately before the merger or exchange; and
(8) If as a result of a merger or membership exchange, one (1) or more members of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger or membership exchange shall require the execution, by each member, of a separate written consent to become subject to such owner liability.
Amended by 2015 Tenn. Acts, ch. 60,s 7, eff. 4/6/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 68, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.04.
Tenn. Code Ann. § 48-11-103 — TN Code / Title 48 / Chapter 11 / Section 48-11-103
Eminent domain
Status: in_force

Chapters 11-27 of this title do not repeal or affect the right or power of eminent domain under other existing laws, and any corporation which shall have the power of eminent domain under existing laws shall have the power to the same extent and in the same manner as if organized under chapters 11-27 of this title, and all statutes of this state granting the power of eminent domain and making compensation shall remain in force and effect and applicable to the appropriate existing corporations and to the appropriate corporations organized under chapters 11-27 of this title. Acts 1986, ch. 887, § 1.03.
Chapters 11-27 of this title do not repeal or affect the right or power of eminent domain under other existing laws, and any corporation which shall have the power of eminent domain under existing laws shall have the power to the same extent and in the same manner as if organized under chapters 11-27 of this title, and all statutes of this state granting the power of eminent domain and making compensation shall remain in force and effect and applicable to the appropriate existing corporations and to the appropriate corporations organized under chapters 11-27 of this title.
Acts 1986, ch. 887, § 1.03.
Tenn. Code Ann. § 48-69-118 — TN Code / Title 48 / Chapter 69 / Section 48-69-118
Restrictions on services of cooperatives
Status: in_force

(a) No G&T cooperative shall provide electrical power and energy services to retail customers in the Tennessee Valley authority (TVA) area. (b) No G&T cooperative shall provide telephony, cable television, video programming, internet access or other telecommunications services to retail customers in the TVA area; provided, however, that nothing in this section shall preclude or prevent a G&T cooperative from owning, leasing, operating and maintaining equipment or facilities for its own purposes or for the purpose of enabling one (1) or more members to provide or utilize advance metering infrastructure, load control, appliance monitoring, power exchange, billing, electric services or functions or any other similar or component service now or hereafter developed in connection with the provision of electricity to end-use customers. Acts 2009, ch. 475, § 1.
(a) No G&T cooperative shall provide electrical power and energy services to retail customers in the Tennessee Valley authority (TVA) area.
(b) No G&T cooperative shall provide telephony, cable television, video programming, internet access or other telecommunications services to retail customers in the TVA area; provided, however, that nothing in this section shall preclude or prevent a G&T cooperative from owning, leasing, operating and maintaining equipment or facilities for its own purposes or for the purpose of enabling one (1) or more members to provide or utilize advance metering infrastructure, load control, appliance monitoring, power exchange, billing, electric services or functions or any other similar or component service now or hereafter developed in connection with the provision of electricity to end-use customers.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-103-504 — TN Code / Title 48 / Chapter 103 / Section 48-103-504
Action against seller - Attorney's fees
Status: in_force

(a) Any person who sells securities to a corporation or any subsidiary of such corporation in violation of this part shall be liable to the corporation for damages equal to two (2) times the amount by which the aggregate sum paid for the purchase of such shares exceeds the maximum amount otherwise permitted to be paid for such shares under this part; provided, that a civil action is instituted for the recovery thereof in a court of competent jurisdiction within two (2) years of such sale. (b) Reasonable attorneys' fees may be granted, at the discretion of the court, to the prevailing party in any civil action instituted under this section if the court finds that the action was either instituted without good faith or that the sale of securities was undertaken with intentional or reckless indifference to the requirements of this part. Acts 1988, ch. 500, § 29; T.C.A., § 48-35-504.
(a) Any person who sells securities to a corporation or any subsidiary of such corporation in violation of this part shall be liable to the corporation for damages equal to two (2) times the amount by which the aggregate sum paid for the purchase of such shares exceeds the maximum amount otherwise permitted to be paid for such shares under this part; provided, that a civil action is instituted for the recovery thereof in a court of competent jurisdiction within two (2) years of such sale.
(b) Reasonable attorneys' fees may be granted, at the discretion of the court, to the prevailing party in any civil action instituted under this section if the court finds that the action was either instituted without good faith or that the sale of securities was undertaken with intentional or reckless indifference to the requirements of this part.
Acts 1988, ch. 500, § 29; T.C.A., § 48-35-504.
Tenn. Code Ann. § 48-53-104 — TN Code / Title 48 / Chapter 53 / Section 48-53-104
Ultra vires actions
Status: in_force

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceedings may be brought by the attorney general and reporter, a director, or by a member or members in a derivative proceeding. (c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the attorney general and reporter, or the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative. Acts 1987, ch. 242, § 3.04.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceedings may be brought by the attorney general and reporter, a director, or by a member or members in a derivative proceeding.
(c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the attorney general and reporter, or the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative.
Acts 1987, ch. 242, § 3.04.
Tenn. Code Ann. § 48-24-105 — TN Code / Title 48 / Chapter 24 / Section 48-24-105
Effect of dissolution
Status: in_force

(a) A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Conveying and disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title; (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) Prevent commencement of a proceeding by or against the corporation in its corporate name; (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) Terminate the authority of the registered agent of the corporation. Acts 1986, ch. 887, § 14.05.
(a) A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Conveying and disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs.
(1) Collecting its assets;
(2) Conveying and disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property among its shareholders according to their interests; and
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title; (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) Prevent commencement of a proceeding by or against the corporation in its corporate name; (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) Terminate the authority of the registered agent of the corporation.
(1) Transfer title to the corporation's property;
(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3) Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title;
(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7) Terminate the authority of the registered agent of the corporation.
Acts 1986, ch. 887, § 14.05.
Tenn. Code Ann. § 48-101-115 — TN Code / Title 48 / Chapter 101 / Section 48-101-115
Limit on total obligations
Status: in_force

At no time shall the total obligations of such corporation exceed ten (10) times the amount of its paid-in capital and surplus, not including therein the earned surplus. Acts 1959, ch. 170, § 16; T.C.A., §§ 48-1715, 48-3-115.
At no time shall the total obligations of such corporation exceed ten (10) times the amount of its paid-in capital and surplus, not including therein the earned surplus.
Acts 1959, ch. 170, § 16; T.C.A., §§ 48-1715, 48-3-115.
Tenn. Code Ann. § 48-13-104 — TN Code / Title 48 / Chapter 13 / Section 48-13-104
Ultra vires actions
Status: in_force

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding by: (1) A shareholder against the corporation to enjoin the act; (2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) The attorney general and reporter under § 48-24-301 . (c) In a shareholder's proceeding under subdivision (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. Acts 1986, ch. 887, § 3.04.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding by: (1) A shareholder against the corporation to enjoin the act; (2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) The attorney general and reporter under § 48-24-301 .
(1) A shareholder against the corporation to enjoin the act;
(2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) The attorney general and reporter under § 48-24-301 .
(c) In a shareholder's proceeding under subdivision (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
Acts 1986, ch. 887, § 3.04.
Tenn. Code Ann. § 48-20-102 — TN Code / Title 48 / Chapter 20 / Section 48-20-102
Amendment by board of directors
Status: in_force

Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without shareholder action to: (1) Delete the names and addresses of the initial directors; (2) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (3) Designate or change the address of the principal office of the corporation (or a mailing address if the United States postal service does not deliver to the principal office); (4) Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (5) Change the corporate name by substituting the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," or "co.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name; (6) Designate the street address and zip code of the corporation's current registered office (or a mailing address if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-27-101(b) ; (7) Delete the initial principal office, if an annual report is on file with the secretary of state; or (8) Make any other change expressly permitted by chapters 11-27 of this title to be made without shareholder action. Acts 1986, ch. 887, § 10.02; 1987, ch. 273, § 36; 1989, ch. 451, § 13; 1991, ch. 188, § 3; 2012, ch. 1051, §§ 37, 38.
Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without shareholder action to:
(1) Delete the names and addresses of the initial directors;
(2) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(3) Designate or change the address of the principal office of the corporation (or a mailing address if the United States postal service does not deliver to the principal office);
(4) Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5) Change the corporate name by substituting the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," or "co.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(6) Designate the street address and zip code of the corporation's current registered office (or a mailing address if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-27-101(b) ;
(7) Delete the initial principal office, if an annual report is on file with the secretary of state; or
(8) Make any other change expressly permitted by chapters 11-27 of this title to be made without shareholder action.
Acts 1986, ch. 887, § 10.02; 1987, ch. 273, § 36; 1989, ch. 451, § 13; 1991, ch. 188, § 3; 2012, ch. 1051, §§ 37, 38.
Tenn. Code Ann. § 48-231-401 — TN Code / Title 48 / Chapter 231 / Section 48-231-401
Procedures as to assignees of financial rights
Status: in_force

When an assignment of some or all of the financial rights of a membership interest is in effect and a copy delivered to the LLC prior to the time described in § 48-231-206 , then as to that membership interest parts 1-3 of this chapter must be followed subject to the following revisions: (1) All rights to be exercised and actions to be taken by a member under parts 2 and 3 of this chapter shall be taken by the member and not by any assignee of the member's financial rights as between the LLC and the assignees, the actions taken or omitted by the member bind the assignees; (2) Instead of remitting a payment under § 48-231-206 , the LLC shall forward to the dissenter member: (A) The materials described in § 48-231-206(b) ; (B) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of financial rights according to the terms of the assignments reflected in the required records; and (C) A statement of that allocation; (3) If the dissenter member accepts the amount of the offer made under subdivision (2) but disputes the allocation, the dissenter shall promptly so notify the LLC and promptly after the notification bring an action to determine the proper allocation. The suit must be filed in the county in which the registered office of the LLC is located, or in the case of a surviving foreign LLC or other entity that is complying with this section following a merger with a constituent LLC, the suit must be filed in the county in this state in which the last registered office of the constituent LLC was located. The suit must name as parties the member, the LLC and all assignees of the member's financial rights. Upon being served with the action, the LLC shall promptly pay into the court the amount offered under subdivision (2) and shall then be dismissed from the action; (4) If the dissenter considers the amount offered under subdivision (2) inadequate, the dissenter may decline the offer and demand payment under § 48-231-209 . If the dissenter makes demand, part 3 of this chapter applies, with the court having jurisdiction also to determine the correctness of the allocation; (5) If the member fails to take action under either subdivision (3) or (4), then: (A) As to the LLC, both the member and the assignees of the member's financial rights are limited to the amount and allocation offered under subdivision (2); and (B) The LLC discharges its obligation of payment by making payment according to the amount and allocation offered under subdivision (2). Acts 1994, ch. 868, § 1.
When an assignment of some or all of the financial rights of a membership interest is in effect and a copy delivered to the LLC prior to the time described in § 48-231-206 , then as to that membership interest parts 1-3 of this chapter must be followed subject to the following revisions:
(1) All rights to be exercised and actions to be taken by a member under parts 2 and 3 of this chapter shall be taken by the member and not by any assignee of the member's financial rights as between the LLC and the assignees, the actions taken or omitted by the member bind the assignees;
(2) Instead of remitting a payment under § 48-231-206 , the LLC shall forward to the dissenter member: (A) The materials described in § 48-231-206(b) ; (B) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of financial rights according to the terms of the assignments reflected in the required records; and (C) A statement of that allocation;
(A) The materials described in § 48-231-206(b) ;
(B) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of financial rights according to the terms of the assignments reflected in the required records; and
(C) A statement of that allocation;
(3) If the dissenter member accepts the amount of the offer made under subdivision (2) but disputes the allocation, the dissenter shall promptly so notify the LLC and promptly after the notification bring an action to determine the proper allocation. The suit must be filed in the county in which the registered office of the LLC is located, or in the case of a surviving foreign LLC or other entity that is complying with this section following a merger with a constituent LLC, the suit must be filed in the county in this state in which the last registered office of the constituent LLC was located. The suit must name as parties the member, the LLC and all assignees of the member's financial rights. Upon being served with the action, the LLC shall promptly pay into the court the amount offered under subdivision (2) and shall then be dismissed from the action;
(4) If the dissenter considers the amount offered under subdivision (2) inadequate, the dissenter may decline the offer and demand payment under § 48-231-209 . If the dissenter makes demand, part 3 of this chapter applies, with the court having jurisdiction also to determine the correctness of the allocation;
(5) If the member fails to take action under either subdivision (3) or (4), then: (A) As to the LLC, both the member and the assignees of the member's financial rights are limited to the amount and allocation offered under subdivision (2); and (B) The LLC discharges its obligation of payment by making payment according to the amount and allocation offered under subdivision (2).
(A) As to the LLC, both the member and the assignees of the member's financial rights are limited to the amount and allocation offered under subdivision (2); and
(B) The LLC discharges its obligation of payment by making payment according to the amount and allocation offered under subdivision (2).
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-239-110 — TN Code / Title 48 / Chapter 239 / Section 48-239-110
Vacancy on board
Status: in_force

(a) Unless the articles or operating agreement provide otherwise, if a vacancy occurs on a board of governors, including a vacancy resulting from an increase in the number of governors or a vacancy resulting from a removal with or without cause: (1) The members may fill the vacancy; (2) The board of governors may fill the vacancy; or (3) If the governors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the governors remaining in office. (b) If the vacant office was held by a governor elected by a voting group of members, only members within that voting group are entitled to vote to fill the vacancy if it is filled by the members. (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-239-108 or otherwise) may be filled before the vacancy occurs but the new governor may not take office until the vacancy occurs. Acts 1994, ch. 868, § 1.
(a) Unless the articles or operating agreement provide otherwise, if a vacancy occurs on a board of governors, including a vacancy resulting from an increase in the number of governors or a vacancy resulting from a removal with or without cause: (1) The members may fill the vacancy; (2) The board of governors may fill the vacancy; or (3) If the governors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the governors remaining in office.
(1) The members may fill the vacancy;
(2) The board of governors may fill the vacancy; or
(3) If the governors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the governors remaining in office.
(b) If the vacant office was held by a governor elected by a voting group of members, only members within that voting group are entitled to vote to fill the vacancy if it is filled by the members.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-239-108 or otherwise) may be filled before the vacancy occurs but the new governor may not take office until the vacancy occurs.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-55-101 — TN Code / Title 48 / Chapter 55 / Section 48-55-101
Registered office and registered agent
Status: in_force

(a) Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. (b) If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state. Amended by 2023 Tenn. Acts, ch. 102, s 3, eff. 7/1/2023. Acts 1987, ch. 242, § 5.01.
(a) Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b) If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102, s 3, eff. 7/1/2023.
Acts 1987, ch. 242, § 5.01.
Tenn. Code Ann. § 48-247-108 — TN Code / Title 48 / Chapter 247 / Section 48-247-108
Penalty for signing false document
Status: in_force

(a) A person commits a Class B misdemeanor, punishable by a fine not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or other required office for filing. (b) The offense created by this section is in addition to any other offense created by law for the same conduct. Acts 1994, ch. 868, § 1.
(a) A person commits a Class B misdemeanor, punishable by a fine not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or other required office for filing.
(b) The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 1994, ch. 868, § 1.