Tenn. Code Ann. § 48-249-802 — TN Code / Title 48 / Chapter 249 / Section 48-249-802
Complaint
Status: in_force

A complaint in a proceeding brought in the right of an LLC shall allege with particularity the demand made, if any, to obtain action by the directors, managers, officers, members or other persons with the authority to act, as applicable, and either that the demand was refused or ignored, or why the member or holder of financial rights, as applicable, did not make the demand. Acts 2005, ch. 286, § 1.
A complaint in a proceeding brought in the right of an LLC shall allege with particularity the demand made, if any, to obtain action by the directors, managers, officers, members or other persons with the authority to act, as applicable, and either that the demand was refused or ignored, or why the member or holder of financial rights, as applicable, did not make the demand.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-21-103 — TN Code / Title 48 / Chapter 21 / Section 48-21-103
Share exchange
Status: in_force

(a) Through a share exchange: (1) A domestic corporation may acquire all of the outstanding shares of one (1) or more classes or series of shares of another domestic or foreign corporation or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for shares, other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or (2) All of the shares of one (1) or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange. (b) A foreign corporation or eligible entity may be a party to a share exchange only if the share exchange is permitted by the law under which the corporation or other entity is organized or by which it is governed. If the organic law of a domestic other entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, the share exchange effectuated, and dissenters' rights exercised in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and dissenters' rights exercised, in accordance with the procedures in this chapter and chapter 23 of this title. For the purposes of applying this chapter and chapter 23 of this title: (1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and charter, respectively and vice versa, as the context may require; and (2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors. (c) The plan of share exchange must set forth: (1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the acquiring corporation or other entity; (2) The terms and conditions of the share exchange; (3) The manner and basis of exchanging shares of each corporation or interests in an other entity who shares or interests will be acquired under the share exchange into shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing; and (4) Any other provisions required by the laws under which any party to the share exchange is organized or by the charter or organic document of any such party. (d) The plan of share exchange may set forth other provisions relating to the share exchange. (e) This section does not limit the power of a domestic corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation or interests of another entity through a voluntary exchange or otherwise. Acts 1986, ch. 887, § 11.02; 1994, ch. 776, § 37; T.C.A., § 48-21-102 ; Acts 2012, ch. 1051, § 39.
(a) Through a share exchange: (1) A domestic corporation may acquire all of the outstanding shares of one (1) or more classes or series of shares of another domestic or foreign corporation or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for shares, other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or (2) All of the shares of one (1) or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.
(1) A domestic corporation may acquire all of the outstanding shares of one (1) or more classes or series of shares of another domestic or foreign corporation or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for shares, other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or
(2) All of the shares of one (1) or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.
(b) A foreign corporation or eligible entity may be a party to a share exchange only if the share exchange is permitted by the law under which the corporation or other entity is organized or by which it is governed. If the organic law of a domestic other entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, the share exchange effectuated, and dissenters' rights exercised in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and dissenters' rights exercised, in accordance with the procedures in this chapter and chapter 23 of this title. For the purposes of applying this chapter and chapter 23 of this title: (1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and charter, respectively and vice versa, as the context may require; and (2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and charter, respectively and vice versa, as the context may require; and
(2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(c) The plan of share exchange must set forth: (1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the acquiring corporation or other entity; (2) The terms and conditions of the share exchange; (3) The manner and basis of exchanging shares of each corporation or interests in an other entity who shares or interests will be acquired under the share exchange into shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing; and (4) Any other provisions required by the laws under which any party to the share exchange is organized or by the charter or organic document of any such party.
(1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the acquiring corporation or other entity;
(2) The terms and conditions of the share exchange;
(3) The manner and basis of exchanging shares of each corporation or interests in an other entity who shares or interests will be acquired under the share exchange into shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing; and
(4) Any other provisions required by the laws under which any party to the share exchange is organized or by the charter or organic document of any such party.
(d) The plan of share exchange may set forth other provisions relating to the share exchange.
(e) This section does not limit the power of a domestic corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation or interests of another entity through a voluntary exchange or otherwise.
Acts 1986, ch. 887, § 11.02; 1994, ch. 776, § 37; T.C.A., § 48-21-102 ; Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-249-1117 — TN Code / Title 48 / Chapter 249 / Section 48-249-1117
Directors, managers and officers
Status: in_force

If persons other than qualified persons are permitted by the licensing authority to serve as directors, managers or officers of a PLLC, not less than one half (½) of the directors, if any, all managers, if any, and all officers, if any, except the secretary, assistant secretary and treasurer, if any, of a PLLC, shall be qualified persons with respect to the PLLC. Acts 2005, ch. 286, § 1.
If persons other than qualified persons are permitted by the licensing authority to serve as directors, managers or officers of a PLLC, not less than one half (½) of the directors, if any, all managers, if any, and all officers, if any, except the secretary, assistant secretary and treasurer, if any, of a PLLC, shall be qualified persons with respect to the PLLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-806 — TN Code / Title 48 / Chapter 101 / Section 48-101-806
Standards of conduct - Indemnification - Limitation on actions and immunity - Authority of attorney general and reporter - Application to private foundations
Status: in_force

(a) The standards of conduct established in §§ 48-58-301 - 48-58-303 and 48-58-403 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC. (b) The indemnification provisions of title 48, chapter 58, part 5 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC. (c) The limitation of actions and immunity from actions provided in title 48, chapter 58, part 6 that are applicable to the directors, officers, trustees and members of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors and managers, as applicable, of the domestic nonprofit LLC. (d) The attorney general and reporter shall have any authority, rights and obligations over nonprofit LLCs that the attorney general and reporter have over nonprofit corporations pursuant to chapters 51-68 of this title. (e) If the nonprofit corporation that is the sole member of a domestic nonprofit LLC is a private foundation as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ), or any successor provision thereof, the requirements of § 48-51-501 shall likewise apply to the domestic nonprofit LLC. Amended by 2014 Tenn. Acts, ch. 899, s 94, eff. 1/1/2015. Acts 2006, ch. 620, § 7.
(a) The standards of conduct established in §§ 48-58-301 - 48-58-303 and 48-58-403 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC.
(b) The indemnification provisions of title 48, chapter 58, part 5 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC.
(c) The limitation of actions and immunity from actions provided in title 48, chapter 58, part 6 that are applicable to the directors, officers, trustees and members of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors and managers, as applicable, of the domestic nonprofit LLC.
(d) The attorney general and reporter shall have any authority, rights and obligations over nonprofit LLCs that the attorney general and reporter have over nonprofit corporations pursuant to chapters 51-68 of this title.
(e) If the nonprofit corporation that is the sole member of a domestic nonprofit LLC is a private foundation as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ), or any successor provision thereof, the requirements of § 48-51-501 shall likewise apply to the domestic nonprofit LLC.
Amended by 2014 Tenn. Acts, ch. 899, s 94, eff. 1/1/2015.
Acts 2006, ch. 620, § 7.
Tenn. Code Ann. § 48-249-705 — TN Code / Title 48 / Chapter 249 / Section 48-249-705
Transfer of assets not in the ordinary course
Status: in_force

(a) Approval of transfer. The sale, lease, transfer or other disposition by an LLC of all, or substantially all, of its property and assets not in the usual and regular course of business shall be approved by: (1) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (2) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC. (b) Liability of transferee. The transferee of assets under this section is liable for the debts, obligations and liabilities of the transferor, only to the extent provided in the contract or agreement between the transferee and the transferor, with respect to the transfer of assets or to the extent provided by this chapter or other applicable law. Acts 2005, ch. 286, § 1.
(a) Approval of transfer. The sale, lease, transfer or other disposition by an LLC of all, or substantially all, of its property and assets not in the usual and regular course of business shall be approved by: (1) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (2) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(1) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and
(2) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(b) Liability of transferee. The transferee of assets under this section is liable for the debts, obligations and liabilities of the transferor, only to the extent provided in the contract or agreement between the transferee and the transferor, with respect to the transfer of assets or to the extent provided by this chapter or other applicable law.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-101 — TN Code / Title 48 / Chapter 249 / Section 48-249-101
Short title
Status: in_force

This chapter shall be known and may be cited as the "Tennessee Revised Limited Liability Company Act." Acts 2005, ch. 286, § 1.
This chapter shall be known and may be cited as the "Tennessee Revised Limited Liability Company Act."
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1018 — TN Code / Title 48 / Chapter 249 / Section 48-249-1018
Construction
Status: in_force

No strict construction. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. Acts 2005, ch. 286, § 1.
No strict construction. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-232-101 — TN Code / Title 48 / Chapter 232 / Section 48-232-101
Authorization, form and acceptance of contributions
Status: in_force

(a) Permissible Forms. The contributions of a member to an LLC may be in cash, property, or services rendered or a promissory note. (b) Authority. Subject to any restrictions in the articles or operating agreement, an LLC through its organizers, members or board of governors may accept contributions, make contribution agreements under § 48-233-101 , and make contribution allowance agreements under § 48-234-101 . The action of the members or board of governors shall be by such number or interest as required to admit a member under § 48-232-102 . (c) Obligation to Perform. Except as provided in the articles or an operating agreement, a member or a party to a contribution agreement is obligated to the LLC to perform any enforceable promise to contribute cash or property, even if the member or a party to a contribution agreement is unable to perform because of death, disability or any other reason. If a member or a party to a contribution agreement does not make the required contribution of property or services, such person is obligated at the option of the LLC to contribute cash equal to that portion of the value of such contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the LLC may have against such person under the articles or the operating agreement or applicable law. (d) Compromise of Obligation. Unless otherwise provided in the articles or an operating agreement, the obligation of a member or party to a contribution agreement to make a contribution may be compromised only by consent of all the members or the board of governors (if the LLC is board-managed). Notwithstanding the compromise, a creditor of an LLC who extends credit after the filing of articles or execution of an operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member or party to a contribution agreement to make a contribution. A conditional obligation of a member to make a contribution to an LLC may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of the members of an LLC or the board of governors, if applicable, prior to the time the call occurs. (e) Remedies upon Default. The articles or an operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting member's proportional interest in the LLC; (2) Subordinating the member's membership interest to that of non-defaulting members; (3) A forced sale of the member's membership interest; (4) Forfeiture of the member's membership interest; (5) The lending by other members of the amount necessary to meet the member's commitment and the charging of interest thereon of up to the highest rate allowed by law with the repayments of such made from the first distributions from the member's interest; (6) A fixing of the value of the member's membership interest by appraisal or by formula and redemption or sale of the member's membership interest at such value; or (7) Other penalty or consequence. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 37-39.
(a) Permissible Forms. The contributions of a member to an LLC may be in cash, property, or services rendered or a promissory note.
(b) Authority. Subject to any restrictions in the articles or operating agreement, an LLC through its organizers, members or board of governors may accept contributions, make contribution agreements under § 48-233-101 , and make contribution allowance agreements under § 48-234-101 . The action of the members or board of governors shall be by such number or interest as required to admit a member under § 48-232-102 .
(c) Obligation to Perform. Except as provided in the articles or an operating agreement, a member or a party to a contribution agreement is obligated to the LLC to perform any enforceable promise to contribute cash or property, even if the member or a party to a contribution agreement is unable to perform because of death, disability or any other reason. If a member or a party to a contribution agreement does not make the required contribution of property or services, such person is obligated at the option of the LLC to contribute cash equal to that portion of the value of such contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the LLC may have against such person under the articles or the operating agreement or applicable law.
(d) Compromise of Obligation. Unless otherwise provided in the articles or an operating agreement, the obligation of a member or party to a contribution agreement to make a contribution may be compromised only by consent of all the members or the board of governors (if the LLC is board-managed). Notwithstanding the compromise, a creditor of an LLC who extends credit after the filing of articles or execution of an operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member or party to a contribution agreement to make a contribution. A conditional obligation of a member to make a contribution to an LLC may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of the members of an LLC or the board of governors, if applicable, prior to the time the call occurs.
(e) Remedies upon Default. The articles or an operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting member's proportional interest in the LLC; (2) Subordinating the member's membership interest to that of non-defaulting members; (3) A forced sale of the member's membership interest; (4) Forfeiture of the member's membership interest; (5) The lending by other members of the amount necessary to meet the member's commitment and the charging of interest thereon of up to the highest rate allowed by law with the repayments of such made from the first distributions from the member's interest; (6) A fixing of the value of the member's membership interest by appraisal or by formula and redemption or sale of the member's membership interest at such value; or (7) Other penalty or consequence.
(1) Reducing or eliminating the defaulting member's proportional interest in the LLC;
(2) Subordinating the member's membership interest to that of non-defaulting members;
(3) A forced sale of the member's membership interest;
(4) Forfeiture of the member's membership interest;
(5) The lending by other members of the amount necessary to meet the member's commitment and the charging of interest thereon of up to the highest rate allowed by law with the repayments of such made from the first distributions from the member's interest;
(6) A fixing of the value of the member's membership interest by appraisal or by formula and redemption or sale of the member's membership interest at such value; or
(7) Other penalty or consequence.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 37-39.
Tenn. Code Ann. § 48-24-103 — TN Code / Title 48 / Chapter 24 / Section 48-24-103
Articles of dissolution
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) That the resolution was duly adopted by the shareholders; and (4) A copy of the resolution or the written consent authorizing the dissolution. (b) Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed. Acts 1986, ch. 887, § 14.03.
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) That the resolution was duly adopted by the shareholders; and (4) A copy of the resolution or the written consent authorizing the dissolution.
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) That the resolution was duly adopted by the shareholders; and
(4) A copy of the resolution or the written consent authorizing the dissolution.
(b) Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed.
Acts 1986, ch. 887, § 14.03.
Tenn. Code Ann. § 48-57-106 — TN Code / Title 48 / Chapter 57 / Section 48-57-106
Waiver of notice
Status: in_force

(a) A member may waive any notice required by chapters 51-68 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon the member's arrival) objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. Acts 1987, ch. 242, § 7.06.
(a) A member may waive any notice required by chapters 51-68 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon the member's arrival) objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
(1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon the member's arrival) objects to holding the meeting or transacting business at the meeting; and
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Acts 1987, ch. 242, § 7.06.
Tenn. Code Ann. § 48-218-105 — TN Code / Title 48 / Chapter 218 / Section 48-218-105
Rights of judgment creditor
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of such person's financial rights under § 48-218-101 . This section does not deprive any member or assignee of financial rights of the benefit of any exemption laws applicable to the membership interest. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest. Acts 1994, ch. 868, § 1.
On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of such person's financial rights under § 48-218-101 . This section does not deprive any member or assignee of financial rights of the benefit of any exemption laws applicable to the membership interest. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1126 — TN Code / Title 48 / Chapter 249 / Section 48-249-1126
Offense - Penalty
Status: in_force

(a) False document. 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) Other offenses. The offense created by this section is in addition to any other offense created by law for the same conduct. Acts 2005, ch. 286, § 1.
(a) False document. 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) Other offenses. The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-65-109 — TN Code / Title 48 / Chapter 65 / Section 48-65-109
Resignation of registered agent of foreign corporation
Status: in_force

(a) A registered agent may resign the agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the agent's certification that the agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement may include a statement that the registered office is also discontinued. (b) The agency is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. Acts 1987, ch. 242, § 15.09.
(a) A registered agent may resign the agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the agent's certification that the agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement may include a statement that the registered office is also discontinued.
(b) The agency is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1987, ch. 242, § 15.09.
Tenn. Code Ann. § 48-24-203 — TN Code / Title 48 / Chapter 24 / Section 48-24-203
Reinstatement following administrative dissolution
Status: in_force

(a) A corporation administratively dissolved under § 48-24-202 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-14-101 . (b) (1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement 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 corporation under § 48-15-104 . (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate name. (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. Acts 1986, ch. 887, § 14.22; 1987, ch. 273, § 39; 1991, ch. 188, § 9; 1992, ch. 771, § 1; 2010, ch. 741, §§ 5, 6; 2011, ch. 99, § 1.
(a) A corporation administratively dissolved under § 48-24-202 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-14-101 .
(1) Contain a confirmation of good standing relative to such foreign corporation;
(2) Recite the name of the corporation at its date of dissolution;
(3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4) State a corporate name that satisfies the requirements of § 48-14-101 .
(b) (1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement 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 corporation under § 48-15-104 . (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate name.
(1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement 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 corporation under § 48-15-104 .
(2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate name.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
Acts 1986, ch. 887, § 14.22; 1987, ch. 273, § 39; 1991, ch. 188, § 9; 1992, ch. 771, § 1; 2010, ch. 741, §§ 5, 6; 2011, ch. 99, § 1.
Tenn. Code Ann. § 48-58-102 — TN Code / Title 48 / Chapter 58 / Section 48-58-102
Qualifications of directors
Status: in_force

All directors must be natural persons. The charter or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the charter or bylaws so prescribe. Acts 1987, ch. 242, § 8.02.
All directors must be natural persons. The charter or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the charter or bylaws so prescribe.
Acts 1987, ch. 242, § 8.02.
Tenn. Code Ann. § 48-249-1007 — TN Code / Title 48 / Chapter 249 / Section 48-249-1007
Filing, service and copying fees
Status: in_force

(a) Filing fees. When the documents described in this chapter are filed with the secretary of state, the secretary of state shall collect the respective fees for such documents, as are specified in this subsection (a). For purposes of this chapter, no document is considered to be filed with the secretary of state unless such document is accompanied by the following fee: Document Fee (1) Articles organization As provided in subsection (d) (2) Certificate of formation $20.00 (3) Certificate of conversion $20.00 (4) Application for reserved name $20.00 (5) Application for use of indistinguishable name $20.00 (6) Notice of transfer or cancellation of reserved name $20.00 (7) Application for or renewal of registered name $20.00 (8) Application for or change, cancellation, or renewal of assumed name $20.00 (9) Statement of change of registered agent, registered office, or both by domestic or foreign LLC $20.00 (10) Statement of change of registered office by registered agent $5.00 per domestic or foreign LLC, but not less than $20.00 (11) Registered agent's statement of resignation $20.00 (12) Articles of amendment $20.00 (13) Restated or amended and restated articles of organization $20.00 (14) Articles of correction $20.00 (15) Certificate of merger $100.00 (16) Statement of abandonment of merger $20.00 (17) Articles of termination by organizers $20.00 (18) Notice of dissolution $20.00 (19) Articles of revocation of dissolution $20.00 (20) Articles of termination $20.00 (21) Certificate of administrative dissolution No fee (22) Application for reinstatement following administrative dissolution $70.00 (23) Articles of termination following administrative dissolution $100 (24) Certificate of reinstatement No fee (25) Decree of judicial dissolution No fee (26) Application for certificate of authority As provided in subsection (d) (27) Application for amendment to certificate of authority $20.00 (28) Certificate of cancellation of certificate of authority $20.00 (29) Certificate of administrative revocation of certificate of authority No fee (30) Certificate of cancellation of certificate of authority following administrative revocation $100.00 (31) Application for reinstatement following administrative revocation $70.00 (32) Application for certificate of existence or authorization $20.00 (33) Annual report As provided in subsection (d) (34) Any other document required or permitted by this chapter to be filed with the secretary of state $20.00 (b) Fee for Service of Process. The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if it prevails in the proceeding. (c) Fee for copying. The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign LLC. All such copies shall be certified or validated by the secretary of state. (d) Initial and annual fee. The secretary of state shall collect from each domestic LLC and each foreign LLC that is applying for a certificate of authority or is authorized to transact business in this state, as applicable, an initial filing fee in an amount equal to fifty dollars ($50.00) multiplied by the number of members of the domestic or foreign LLC, as specified in the articles of organization or application for certificate of authority, as applicable, and each year thereafter an annual filing fee in an amount equal to fifty dollars ($50.00) multiplied by the number of members of the domestic or foreign LLC, as specified in the annual report; provided, however, that the amount of each initial filing fee and annual filing fee required under this subsection (d) shall be no less than three hundred dollars ($300), and no more than three thousand dollars ($3,000). Notwithstanding this subsection (d), if the LLC is prohibited by its articles from transacting business in this state, the amount of the initial filing fee or the annual filing fee, as applicable, required under this subsection (d) shall be three hundred dollars ($300) regardless of the number of members of the LLC, as specified in the articles of organization or the annual report; provided, further, that the secretary of state shall collect from each domestic and foreign LLC an additional filing fee of twenty dollars ($20.00), for any annual report that sets forth any change of the registered office or registered agent of the domestic or foreign LLC. (e) Filing with register of deeds. In addition to the other filing requirements of this chapter, a copy of all documents specified in subdivisions (a)(1) and (12)-(19) shall also be filed in the office of the register of deeds in the county in which an LLC has its principal executive office, if such principal executive office is in this state, and in the case of a merger, in the county in which the surviving LLC or other entity shall have its principal executive office, if such principal executive office is in this state. The register of deeds may charge five dollars ($5.00), plus fifty cents (50¢) per page for each page in excess of five (5) pages, for such filing. Notwithstanding this subsection (e), the failure to file a copy of a document in the office of the register of deeds under this subsection (e) shall not affect the validity or effectiveness of the document. Acts 2005, ch. 286, § 1; 2010, ch. 742, § 7.
(a) Filing fees. When the documents described in this chapter are filed with the secretary of state, the secretary of state shall collect the respective fees for such documents, as are specified in this subsection (a). For purposes of this chapter, no document is considered to be filed with the secretary of state unless such document is accompanied by the following fee: Document Fee (1) Articles organization As provided in subsection (d) (2) Certificate of formation $20.00 (3) Certificate of conversion $20.00 (4) Application for reserved name $20.00 (5) Application for use of indistinguishable name $20.00 (6) Notice of transfer or cancellation of reserved name $20.00 (7) Application for or renewal of registered name $20.00 (8) Application for or change, cancellation, or renewal of assumed name $20.00 (9) Statement of change of registered agent, registered office, or both by domestic or foreign LLC $20.00 (10) Statement of change of registered office by registered agent $5.00 per domestic or foreign LLC, but not less than $20.00 (11) Registered agent's statement of resignation $20.00 (12) Articles of amendment $20.00 (13) Restated or amended and restated articles of organization $20.00 (14) Articles of correction $20.00 (15) Certificate of merger $100.00 (16) Statement of abandonment of merger $20.00 (17) Articles of termination by organizers $20.00 (18) Notice of dissolution $20.00 (19) Articles of revocation of dissolution $20.00 (20) Articles of termination $20.00 (21) Certificate of administrative dissolution No fee (22) Application for reinstatement following administrative dissolution $70.00 (23) Articles of termination following administrative dissolution $100 (24) Certificate of reinstatement No fee (25) Decree of judicial dissolution No fee (26) Application for certificate of authority As provided in subsection (d) (27) Application for amendment to certificate of authority $20.00 (28) Certificate of cancellation of certificate of authority $20.00 (29) Certificate of administrative revocation of certificate of authority No fee (30) Certificate of cancellation of certificate of authority following administrative revocation $100.00 (31) Application for reinstatement following administrative revocation $70.00 (32) Application for certificate of existence or authorization $20.00 (33) Annual report As provided in subsection (d) (34) Any other document required or permitted by this chapter to be filed with the secretary of state $20.00
Document Fee
(1) Articles organization As provided in subsection (d)
(2) Certificate of formation $20.00
(3) Certificate of conversion $20.00
(4) Application for reserved name $20.00
(5) Application for use of indistinguishable name $20.00
(6) Notice of transfer or cancellation of reserved name $20.00
(7) Application for or renewal of registered name $20.00
(8) Application for or change, cancellation, or renewal of assumed name $20.00
(9) Statement of change of registered agent, registered office, or both by domestic or foreign LLC $20.00
(10) Statement of change of registered office by registered agent $5.00 per domestic or foreign LLC, but not less than $20.00
(11) Registered agent's statement of resignation $20.00
(12) Articles of amendment $20.00
(13) Restated or amended and restated articles of organization $20.00
(14) Articles of correction $20.00
(15) Certificate of merger $100.00
(16) Statement of abandonment of merger $20.00
(17) Articles of termination by organizers $20.00
(18) Notice of dissolution $20.00
(19) Articles of revocation of dissolution $20.00
(20) Articles of termination $20.00
(21) Certificate of administrative dissolution No fee
(22) Application for reinstatement following administrative dissolution $70.00
(23) Articles of termination following administrative dissolution $100
(24) Certificate of reinstatement No fee
(25) Decree of judicial dissolution No fee
(26) Application for certificate of authority As provided in subsection (d)
(27) Application for amendment to certificate of authority $20.00
(28) Certificate of cancellation of certificate of authority $20.00
(29) Certificate of administrative revocation of certificate of authority No fee
(30) Certificate of cancellation of certificate of authority following administrative revocation $100.00
(31) Application for reinstatement following administrative revocation $70.00
(32) Application for certificate of existence or authorization $20.00
(33) Annual report As provided in subsection (d)
(34) Any other document required or permitted by this chapter to be filed with the secretary of state $20.00
(b) Fee for Service of Process. The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if it prevails in the proceeding.
(c) Fee for copying. The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign LLC. All such copies shall be certified or validated by the secretary of state.
(d) Initial and annual fee. The secretary of state shall collect from each domestic LLC and each foreign LLC that is applying for a certificate of authority or is authorized to transact business in this state, as applicable, an initial filing fee in an amount equal to fifty dollars ($50.00) multiplied by the number of members of the domestic or foreign LLC, as specified in the articles of organization or application for certificate of authority, as applicable, and each year thereafter an annual filing fee in an amount equal to fifty dollars ($50.00) multiplied by the number of members of the domestic or foreign LLC, as specified in the annual report; provided, however, that the amount of each initial filing fee and annual filing fee required under this subsection (d) shall be no less than three hundred dollars ($300), and no more than three thousand dollars ($3,000). Notwithstanding this subsection (d), if the LLC is prohibited by its articles from transacting business in this state, the amount of the initial filing fee or the annual filing fee, as applicable, required under this subsection (d) shall be three hundred dollars ($300) regardless of the number of members of the LLC, as specified in the articles of organization or the annual report; provided, further, that the secretary of state shall collect from each domestic and foreign LLC an additional filing fee of twenty dollars ($20.00), for any annual report that sets forth any change of the registered office or registered agent of the domestic or foreign LLC.
(e) Filing with register of deeds. In addition to the other filing requirements of this chapter, a copy of all documents specified in subdivisions (a)(1) and (12)-(19) shall also be filed in the office of the register of deeds in the county in which an LLC has its principal executive office, if such principal executive office is in this state, and in the case of a merger, in the county in which the surviving LLC or other entity shall have its principal executive office, if such principal executive office is in this state. The register of deeds may charge five dollars ($5.00), plus fifty cents (50¢) per page for each page in excess of five (5) pages, for such filing. Notwithstanding this subsection (e), the failure to file a copy of a document in the office of the register of deeds under this subsection (e) shall not affect the validity or effectiveness of the document.
Acts 2005, ch. 286, § 1; 2010, ch. 742, § 7.
Tenn. Code Ann. § 48-249-623 — TN Code / Title 48 / Chapter 249 / Section 48-249-623
Reinstatement within certain amount of time - Amendment of charter - Application for reinstatement
Status: in_force

A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by: (1) Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and (2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-249-606 . Added by 2016 Tenn. Acts, ch. 688, s 12, eff. 7/1/2016.
A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:
(1) Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and
(2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-249-606 .
Added by 2016 Tenn. Acts, ch. 688, s 12, eff. 7/1/2016.
Tenn. Code Ann. § 48-61-117 — TN Code / Title 48 / Chapter 61 / Section 48-61-117
Approval of conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation
Status: in_force

In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation: (1) The plan of for-profit conversion must be adopted by the board of directors; (2) After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the members for their approval 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 for-profit conversion to the members on any basis; (4) If the approval of the members is to be given at a meeting, the corporation must notify each member of the meeting of members at which the plan of for-profit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the for-profit conversion and full text copy of the bylaws and other organic documents as they will be in effect immediately after the for-profit conversion; (5) Unless chapters 51-68 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of for-profit conversion 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; and (6) If any provision of the charter, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015. Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation:
(1) The plan of for-profit conversion must be adopted by the board of directors;
(2) After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the members for their approval 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 for-profit conversion to the members on any basis;
(4) If the approval of the members is to be given at a meeting, the corporation must notify each member of the meeting of members at which the plan of for-profit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the for-profit conversion and full text copy of the bylaws and other organic documents as they will be in effect immediately after the for-profit conversion;
(5) Unless chapters 51-68 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of for-profit conversion 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; and
(6) If any provision of the charter, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-249-105 — TN Code / Title 48 / Chapter 249 / Section 48-249-105
Ultra vires actions
Status: in_force

(a) Limit on power to challenge. Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act. (b) Challenge of power. An LLC's power to act may be challenged in a proceeding by: (1) A member against the LLC to enjoin the act; (2) The LLC, directly, derivatively or through a receiver, trustee or other personal representative, against an incumbent or former director, manager, employee, agent or member of the LLC, as applicable; or (3) The attorney general and reporter under § 48-249-617 . (c) Derivative action. In a member's proceeding, under subdivision (b)(1), to enjoin an unauthorized LLC 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 suffered by the LLC or another party because of enjoining the unauthorized act. Acts 2005, ch. 286, § 1.
(a) Limit on power to challenge. Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act.
(b) Challenge of power. An LLC's power to act may be challenged in a proceeding by: (1) A member against the LLC to enjoin the act; (2) The LLC, directly, derivatively or through a receiver, trustee or other personal representative, against an incumbent or former director, manager, employee, agent or member of the LLC, as applicable; or (3) The attorney general and reporter under § 48-249-617 .
(1) A member against the LLC to enjoin the act;
(2) The LLC, directly, derivatively or through a receiver, trustee or other personal representative, against an incumbent or former director, manager, employee, agent or member of the LLC, as applicable; or
(3) The attorney general and reporter under § 48-249-617 .
(c) Derivative action. In a member's proceeding, under subdivision (b)(1), to enjoin an unauthorized LLC 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 suffered by the LLC or another party because of enjoining the unauthorized act.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-906 — TN Code / Title 48 / Chapter 101 / Section 48-101-906
Reports of suspicious activity to law enforcement in area designated in subject plat
Status: in_force

Notwithstanding any law to the contrary, an individual member of a neighborhood preservation nonprofit corporation may report suspected suspicious activity to the local law enforcement entity responsible for the area designated in the plat described in § 48-101-903(a) . The local law enforcement entity is encouraged to investigate the reported activity and may provide a report upon request; provided, that it does not impede an ongoing investigation. Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Notwithstanding any law to the contrary, an individual member of a neighborhood preservation nonprofit corporation may report suspected suspicious activity to the local law enforcement entity responsible for the area designated in the plat described in § 48-101-903(a) . The local law enforcement entity is encouraged to investigate the reported activity and may provide a report upon request; provided, that it does not impede an ongoing investigation.
Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Tenn. Code Ann. § 48-66-202 — TN Code / Title 48 / Chapter 66 / Section 48-66-202
Report of indemnification to members
Status: in_force

If a corporation indemnifies or advances expenses to a director under § 48-58-502 , § 48-58-503 , § 48-58-504 or § 48-58-505 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. Acts 1987, ch. 242, § 16.21.
If a corporation indemnifies or advances expenses to a director under § 48-58-502 , § 48-58-503 , § 48-58-504 or § 48-58-505 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
Acts 1987, ch. 242, § 16.21.
Tenn. Code Ann. § 48-249-909 — TN Code / Title 48 / Chapter 249 / Section 48-249-909
Procedure for and effect of administrative revocation
Status: in_force

(a) Notice of revocation. If the secretary of state determines that one (1) or more grounds exist under § 48-249-908 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to § 48-249-908(6) , notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subsection (b). (b) Certificate of revocation. If the foreign LLC does not correct each ground for administrative 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 of the determination, the secretary of state may revoke the foreign LLC'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 shall serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail. (c) Effective date of administrative revocation. The authority of a foreign LLC to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) Service of process on secretary of state. The secretary of state's revocation of a foreign LLC's certificate of authority appoints the secretary of state as the foreign LLC's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign LLC 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 LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113 . (e) Effect on registered agent and registered office. The administrative revocation of a foreign LLC's certificate of authority does not terminate the designation or authority of the registered agent or registered office of the LLC. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 49.
(a) Notice of revocation. If the secretary of state determines that one (1) or more grounds exist under § 48-249-908 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to § 48-249-908(6) , notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).
(b) Certificate of revocation. If the foreign LLC does not correct each ground for administrative 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 of the determination, the secretary of state may revoke the foreign LLC'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 shall serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail.
(c) Effective date of administrative revocation. The authority of a foreign LLC to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) Service of process on secretary of state. The secretary of state's revocation of a foreign LLC's certificate of authority appoints the secretary of state as the foreign LLC's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign LLC 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 LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113 .
(e) Effect on registered agent and registered office. The administrative revocation of a foreign LLC's certificate of authority does not terminate the designation or authority of the registered agent or registered office of the LLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 49.
Tenn. Code Ann. § 48-249-204 — TN Code / Title 48 / Chapter 249 / Section 48-249-204
Amendment or restatement of articles of organization - Amendment of operating agreement
Status: in_force

(a) Amendment procedure. Articles of organization of an LLC may be amended at any time, by filing articles of amendment with the secretary of state. The articles of amendment shall set forth the: (1) Name of the LLC; (2) Date of each amendment's adoption; and (3) Text of each amendment to the articles. (b) Restatement. An LLC may restate its articles of organization at any time. Restated articles of organization shall be designated as such in the heading; provided, that, if the restatement also contains one (1) or more amendments to the articles, the restatement shall be designated in the heading as "Amended and Restated Articles of Organization." An LLC restating its articles shall file the restated articles with the secretary of state, together with a certificate setting forth the name of the LLC and the date of approval by the LLC of the restatement. If the restatement contains any amendments to the articles, such certificate shall also set forth the text of each amendment and the date of its adoption. The restated articles shall contain all the requirements of articles as set out in § 48-249-202 . Duly adopted and restated articles supersede the original articles and all prior amendments to the articles. The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by this subsection (b). (c) Approval. Any amendment to an LLC's articles shall be approved by all of the members; provided, however, that amendment of any of the matters set forth in the articles under any of § 48-249-202(a)(1), (a)(2), (a)(3) or (a)(5) only need be approved by a majority vote of the members. A restatement of the articles, to the extent not also involving an amendment of the articles, may be approved by action under § 48-249-401(a)(2), (b)(2) or (c)(2) , as applicable. Any amendment to an LLC's operating agreement shall be approved by the method provided in its LLC documents. If the LLC documents do not provide for the method by which an operating agreement may be amended, all of the members shall approve any amendment to the operating agreement. Acts 2005, ch. 286, § 1.
(a) Amendment procedure. Articles of organization of an LLC may be amended at any time, by filing articles of amendment with the secretary of state. The articles of amendment shall set forth the: (1) Name of the LLC; (2) Date of each amendment's adoption; and (3) Text of each amendment to the articles.
(1) Name of the LLC;
(2) Date of each amendment's adoption; and
(3) Text of each amendment to the articles.
(b) Restatement. An LLC may restate its articles of organization at any time. Restated articles of organization shall be designated as such in the heading; provided, that, if the restatement also contains one (1) or more amendments to the articles, the restatement shall be designated in the heading as "Amended and Restated Articles of Organization." An LLC restating its articles shall file the restated articles with the secretary of state, together with a certificate setting forth the name of the LLC and the date of approval by the LLC of the restatement. If the restatement contains any amendments to the articles, such certificate shall also set forth the text of each amendment and the date of its adoption. The restated articles shall contain all the requirements of articles as set out in § 48-249-202 . Duly adopted and restated articles supersede the original articles and all prior amendments to the articles. The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by this subsection (b).
(c) Approval. Any amendment to an LLC's articles shall be approved by all of the members; provided, however, that amendment of any of the matters set forth in the articles under any of § 48-249-202(a)(1), (a)(2), (a)(3) or (a)(5) only need be approved by a majority vote of the members. A restatement of the articles, to the extent not also involving an amendment of the articles, may be approved by action under § 48-249-401(a)(2), (b)(2) or (c)(2) , as applicable. Any amendment to an LLC's operating agreement shall be approved by the method provided in its LLC documents. If the LLC documents do not provide for the method by which an operating agreement may be amended, all of the members shall approve any amendment to the operating agreement.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-230-104 — TN Code / Title 48 / Chapter 230 / Section 48-230-104
Award of expenses
Status: in_force

(a) On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause. (b) If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the LLC the remainder thereof, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses or portion thereof be paid by the LLC. Acts 1994, ch. 868, § 1.
(a) On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.
(b) If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the LLC the remainder thereof, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses or portion thereof be paid by the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-11-303 — TN Code / Title 48 / Chapter 11 / Section 48-11-303
Filing, service, and copying fees
Status: in_force

(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Charter (including designation of initial registered office and agent) ....................$100.00 (2) Application for use of indistinguishable name ....................20.00 (3) Application for reserved name ....................20.00 (4) Notice of transfer or cancellation of reserved name ....................20.00 (5) Application for registered name ....................20.00 (6) Application for renewal for registered name ....................20.00 (7) Application for or change, cancellation, or renewal of assumed name ....................20.00 (8) Corporation's statement of change of registered agent or registered office, or both ....................20.00 (9) Agent's statement of change of registered office ....................5.00 per corporation, but not less than 20.00 (10) Agent's statement of resignation ....................20.00 (11) Charter amendment ....................20.00 (12) Restatement of charter ....................20.00 (13) Amended and restated charter ....................20.00 (14) Articles of entity conversion ....................100.00 (15) Articles of charter surrender ....................20.00 (16) Statement of abandonment of merger, conversion or share exchange ....................20.00 (17) Articles of merger or share exchange ....................100.00 (18) Articles of dissolution and termination by incorporators or directors ....................20.00 (19) Articles of dissolution ....................20.00 (20) Articles of revocation of dissolution ....................20.00 (21) Articles of termination of corporate existence ....................20.00 (22) Certificate of administrative dissolution ....................No fee (23) Application for reinstatement following administrative dissolution ....................70.00 (24) Articles of termination following administrative dissolution or revocation ....................100.00 (25) Certificate of reinstatement ....................No fee (26) Certificate of judicial dissolution ....................No fee (27) Application for certificate of authority (including designation of initial registered office and agent) ....................600.00 (28) Application for amended certificate of authority ....................20.00 (29) Application for certificate of withdrawal ....................20.00 (30) Certificate of revocation of authority to transact business ....................No fee (31) Application for certificate of withdrawal following administrative revocation ....................100.00 (32) Application for reinstatement following administrative revocation ....................70.00 (33) Annual report ....................20.00 (34) Articles of correction ....................20.00 (35) Application for certificate of existence or authorization ....................20.00 (36) Any other document required or permitted to be filed by chapters 11-27 of this title ....................20.00 (b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 11-27 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding. (c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign corporation. All such copies will be certified or validated by the secretary of state. (d) In addition to the other filing requirements of chapters 11-27 of this title, a copy of all documents specified in subdivisions (a)(1) and (11)-(20) shall also be filed in the office of the register of deeds in the county wherein a corporation has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving corporation shall have its principal office if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. Acts 1986, ch. 887, § 1.32; 1987, ch. 273, § 9; 1989, ch. 451, §§ 3, 33; 1991, ch. 188, § 6; 1998, ch. 784, § 1; 1998, ch. 890, § 1; 2000, ch. 568, § 1; 2012, ch. 1051, §§ 11, 12.
(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Charter (including designation of initial registered office and agent) ....................$100.00 (2) Application for use of indistinguishable name ....................20.00 (3) Application for reserved name ....................20.00 (4) Notice of transfer or cancellation of reserved name ....................20.00 (5) Application for registered name ....................20.00 (6) Application for renewal for registered name ....................20.00 (7) Application for or change, cancellation, or renewal of assumed name ....................20.00 (8) Corporation's statement of change of registered agent or registered office, or both ....................20.00 (9) Agent's statement of change of registered office ....................5.00 per corporation, but not less than 20.00 (10) Agent's statement of resignation ....................20.00 (11) Charter amendment ....................20.00 (12) Restatement of charter ....................20.00 (13) Amended and restated charter ....................20.00 (14) Articles of entity conversion ....................100.00 (15) Articles of charter surrender ....................20.00 (16) Statement of abandonment of merger, conversion or share exchange ....................20.00 (17) Articles of merger or share exchange ....................100.00 (18) Articles of dissolution and termination by incorporators or directors ....................20.00 (19) Articles of dissolution ....................20.00 (20) Articles of revocation of dissolution ....................20.00 (21) Articles of termination of corporate existence ....................20.00 (22) Certificate of administrative dissolution ....................No fee (23) Application for reinstatement following administrative dissolution ....................70.00 (24) Articles of termination following administrative dissolution or revocation ....................100.00 (25) Certificate of reinstatement ....................No fee (26) Certificate of judicial dissolution ....................No fee (27) Application for certificate of authority (including designation of initial registered office and agent) ....................600.00 (28) Application for amended certificate of authority ....................20.00 (29) Application for certificate of withdrawal ....................20.00 (30) Certificate of revocation of authority to transact business ....................No fee (31) Application for certificate of withdrawal following administrative revocation ....................100.00 (32) Application for reinstatement following administrative revocation ....................70.00 (33) Annual report ....................20.00 (34) Articles of correction ....................20.00 (35) Application for certificate of existence or authorization ....................20.00 (36) Any other document required or permitted to be filed by chapters 11-27 of this title ....................20.00
Document Fee
(1) Charter (including designation of initial registered office and agent) ....................$100.00
(2) Application for use of indistinguishable name ....................20.00
(3) Application for reserved name ....................20.00
(4) Notice of transfer or cancellation of reserved name ....................20.00
(5) Application for registered name ....................20.00
(6) Application for renewal for registered name ....................20.00
(7) Application for or change, cancellation, or renewal of assumed name ....................20.00
(8) Corporation's statement of change of registered agent or registered office, or both ....................20.00
(9) Agent's statement of change of registered office ....................5.00 per corporation, but not less than 20.00
(10) Agent's statement of resignation ....................20.00
(11) Charter amendment ....................20.00
(12) Restatement of charter ....................20.00
(13) Amended and restated charter ....................20.00
(14) Articles of entity conversion ....................100.00
(15) Articles of charter surrender ....................20.00
(16) Statement of abandonment of merger, conversion or share exchange ....................20.00
(17) Articles of merger or share exchange ....................100.00
(18) Articles of dissolution and termination by incorporators or directors ....................20.00
(19) Articles of dissolution ....................20.00
(20) Articles of revocation of dissolution ....................20.00
(21) Articles of termination of corporate existence ....................20.00
(22) Certificate of administrative dissolution ....................No fee
(23) Application for reinstatement following administrative dissolution ....................70.00
(24) Articles of termination following administrative dissolution or revocation ....................100.00
(25) Certificate of reinstatement ....................No fee
(26) Certificate of judicial dissolution ....................No fee
(27) Application for certificate of authority (including designation of initial registered office and agent) ....................600.00
(28) Application for amended certificate of authority ....................20.00
(29) Application for certificate of withdrawal ....................20.00
(30) Certificate of revocation of authority to transact business ....................No fee
(31) Application for certificate of withdrawal following administrative revocation ....................100.00
(32) Application for reinstatement following administrative revocation ....................70.00
(33) Annual report ....................20.00
(34) Articles of correction ....................20.00
(35) Application for certificate of existence or authorization ....................20.00
(36) Any other document required or permitted to be filed by chapters 11-27 of this title ....................20.00
(b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 11-27 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
(c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign corporation. All such copies will be certified or validated by the secretary of state.
(d) In addition to the other filing requirements of chapters 11-27 of this title, a copy of all documents specified in subdivisions (a)(1) and (11)-(20) shall also be filed in the office of the register of deeds in the county wherein a corporation has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving corporation shall have its principal office if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
Acts 1986, ch. 887, § 1.32; 1987, ch. 273, § 9; 1989, ch. 451, §§ 3, 33; 1991, ch. 188, § 6; 1998, ch. 784, § 1; 1998, ch. 890, § 1; 2000, ch. 568, § 1; 2012, ch. 1051, §§ 11, 12.
Tenn. Code Ann. § 48-58-112 — TN Code / Title 48 / Chapter 58 / Section 48-58-112
Compensation of directors
Status: in_force

Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors. Acts 1987, ch. 242, § 8.12.
Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Acts 1987, ch. 242, § 8.12.
Tenn. Code Ann. § 48-249-112 — TN Code / Title 48 / Chapter 249 / Section 48-249-112
Service on LLC
Status: in_force

(a) Agent for service of process. A domestic or foreign LLC's registered agent is the agent for the domestic or foreign LLC for service of process, notice or demand, required or permitted by law to be served on the domestic or foreign LLC. (b) Secretary of state is default agent. Whenever a domestic or foreign LLC authorized to transact business in this state fails to appoint or maintain a registered agent in this state, whenever the registered agent of a domestic or foreign LLC cannot be found with reasonable diligence, whenever a foreign LLC transacts business or conducts affairs in this state without first obtaining a certificate of authority from the secretary of state, or whenever the certificate of authority of a foreign LLC has been cancelled or revoked, then the secretary of state shall be an agent of such LLC upon whom any process, notice or demand may be served. (c) Special agent for workers' compensation. Whenever a domestic or foreign LLC authorized to transact business in this state is an employer, within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and the domestic or foreign LLC is, for the purpose of the Workers' Compensation Law, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the domestic or foreign LLC shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and such commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any workers' compensation action or legal proceeding against it may be served, as is required of insurance companies by § 56-2-103 . (d) Not exclusive means of service. This section does not prescribe the only means, or necessarily the required means, of service on a domestic or foreign LLC. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 19.
(a) Agent for service of process. A domestic or foreign LLC's registered agent is the agent for the domestic or foreign LLC for service of process, notice or demand, required or permitted by law to be served on the domestic or foreign LLC.
(b) Secretary of state is default agent. Whenever a domestic or foreign LLC authorized to transact business in this state fails to appoint or maintain a registered agent in this state, whenever the registered agent of a domestic or foreign LLC cannot be found with reasonable diligence, whenever a foreign LLC transacts business or conducts affairs in this state without first obtaining a certificate of authority from the secretary of state, or whenever the certificate of authority of a foreign LLC has been cancelled or revoked, then the secretary of state shall be an agent of such LLC upon whom any process, notice or demand may be served.
(c) Special agent for workers' compensation. Whenever a domestic or foreign LLC authorized to transact business in this state is an employer, within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and the domestic or foreign LLC is, for the purpose of the Workers' Compensation Law, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the domestic or foreign LLC shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and such commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any workers' compensation action or legal proceeding against it may be served, as is required of insurance companies by § 56-2-103 .
(d) Not exclusive means of service. This section does not prescribe the only means, or necessarily the required means, of service on a domestic or foreign LLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 19.
Tenn. Code Ann. § 48-103-309 — TN Code / Title 48 / Chapter 103 / Section 48-103-309
Appraisal of shares of dissenting shareholders
Status: in_force

(a) (1) A charter or bylaw provision effective prior to the occurrence of a control share acquisition may provide that, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person has acquired control shares that confer upon such person a majority or more of all voting power entitled to vote generally with respect to the election of directors, all shareholders of record of the corporation, other than the acquiring person, who have not voted in favor of granting such voting rights to the acquiring person shall be entitled to an appraisal of the fair value of their shares in accordance with chapter 23 of this title. (2) For purposes of this section, fair value shall be determined as of the date of the approval of voting rights by the shareholders and in accordance with chapter 23 of this title which shall apply as nearly as practicable except that: (A) Dissenting shareholders shall be provided with copies of all valuations, projections and estimates of the value of the corporation in the possession, custody, or control of the acquiring person or such acquiring person's associates or advisors; and (B) Fair value includes consideration of the valuations, future events or transactions bearing upon the corporation's value to the acquiring shareholder as described in any valuations, projections or estimates made by or on behalf of the acquiring person or the acquiring person's associates. (b) The corporation, not less than twenty (20) days prior to the meeting convened pursuant to § 48-103-306 , shall notify each of its shareholders that appraisal rights may be available for any or all shares of the corporation, and shall include in such notice a copy of this section and an accurate summary of chapter 13 of this title. (c) Each shareholder electing to demand the appraisal of the shareholder's shares shall deliver to the corporation, before the taking of the vote described in § 48-103-307 , a written demand for appraisal of the shareholder's shares. A proxy or vote against the voting rights of an acquiring person shall not constitute such a demand. A shareholder electing to take such action must do so by a separate written demand as herein provided. (d) Within ten (10) days after any vote in favor of a resolution granting voting rights to an acquiring person, the corporation shall notify each shareholder who has complied with this subsection (d) that the resolution has been adopted. (e) The corporation shall deliver to the acquiring person, within five (5) days of the taking of the vote under § 48-103-307 , a statement setting forth the aggregate number of shares not voted in favor of the resolution and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Acts 1988, ch. 500, § 16; T.C.A., § 48-35-309.
(a) (1) A charter or bylaw provision effective prior to the occurrence of a control share acquisition may provide that, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person has acquired control shares that confer upon such person a majority or more of all voting power entitled to vote generally with respect to the election of directors, all shareholders of record of the corporation, other than the acquiring person, who have not voted in favor of granting such voting rights to the acquiring person shall be entitled to an appraisal of the fair value of their shares in accordance with chapter 23 of this title. (2) For purposes of this section, fair value shall be determined as of the date of the approval of voting rights by the shareholders and in accordance with chapter 23 of this title which shall apply as nearly as practicable except that: (A) Dissenting shareholders shall be provided with copies of all valuations, projections and estimates of the value of the corporation in the possession, custody, or control of the acquiring person or such acquiring person's associates or advisors; and (B) Fair value includes consideration of the valuations, future events or transactions bearing upon the corporation's value to the acquiring shareholder as described in any valuations, projections or estimates made by or on behalf of the acquiring person or the acquiring person's associates.
(1) A charter or bylaw provision effective prior to the occurrence of a control share acquisition may provide that, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person has acquired control shares that confer upon such person a majority or more of all voting power entitled to vote generally with respect to the election of directors, all shareholders of record of the corporation, other than the acquiring person, who have not voted in favor of granting such voting rights to the acquiring person shall be entitled to an appraisal of the fair value of their shares in accordance with chapter 23 of this title.
(2) For purposes of this section, fair value shall be determined as of the date of the approval of voting rights by the shareholders and in accordance with chapter 23 of this title which shall apply as nearly as practicable except that: (A) Dissenting shareholders shall be provided with copies of all valuations, projections and estimates of the value of the corporation in the possession, custody, or control of the acquiring person or such acquiring person's associates or advisors; and (B) Fair value includes consideration of the valuations, future events or transactions bearing upon the corporation's value to the acquiring shareholder as described in any valuations, projections or estimates made by or on behalf of the acquiring person or the acquiring person's associates.
(A) Dissenting shareholders shall be provided with copies of all valuations, projections and estimates of the value of the corporation in the possession, custody, or control of the acquiring person or such acquiring person's associates or advisors; and
(B) Fair value includes consideration of the valuations, future events or transactions bearing upon the corporation's value to the acquiring shareholder as described in any valuations, projections or estimates made by or on behalf of the acquiring person or the acquiring person's associates.
(b) The corporation, not less than twenty (20) days prior to the meeting convened pursuant to § 48-103-306 , shall notify each of its shareholders that appraisal rights may be available for any or all shares of the corporation, and shall include in such notice a copy of this section and an accurate summary of chapter 13 of this title.
(c) Each shareholder electing to demand the appraisal of the shareholder's shares shall deliver to the corporation, before the taking of the vote described in § 48-103-307 , a written demand for appraisal of the shareholder's shares. A proxy or vote against the voting rights of an acquiring person shall not constitute such a demand. A shareholder electing to take such action must do so by a separate written demand as herein provided.
(d) Within ten (10) days after any vote in favor of a resolution granting voting rights to an acquiring person, the corporation shall notify each shareholder who has complied with this subsection (d) that the resolution has been adopted.
(e) The corporation shall deliver to the acquiring person, within five (5) days of the taking of the vote under § 48-103-307 , a statement setting forth the aggregate number of shares not voted in favor of the resolution and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares.
Acts 1988, ch. 500, § 16; T.C.A., § 48-35-309.
Tenn. Code Ann. § 48-239-108 — TN Code / Title 48 / Chapter 239 / Section 48-239-108
Resignation
Status: in_force

A governor may resign at any time by giving a written resignation to the secretary or chief manager of the LLC. The resignation is effective without acceptance when such resignation is actually received by the secretary or chief manager of the LLC, unless a later effective time is specified in such resignation. Acts 1994, ch. 868, § 1.
A governor may resign at any time by giving a written resignation to the secretary or chief manager of the LLC. The resignation is effective without acceptance when such resignation is actually received by the secretary or chief manager of the LLC, unless a later effective time is specified in such resignation.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-17-205 — TN Code / Title 48 / Chapter 17 / Section 48-17-205
Corporation's acceptance of votes
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. Acts 1986, ch. 887, § 7.24.
(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Acts 1986, ch. 887, § 7.24.
Tenn. Code Ann. § 48-236-105 — TN Code / Title 48 / Chapter 236 / Section 48-236-105
Limitations on distribution
Status: in_force

(a) Rule. No distribution may be made by an LLC if, after giving effect to the distribution: (1) The LLC would not be able to pay its debts as they became due in the normal course of business; or (2) The LLC's total assets would be less than the sum of its total liabilities plus, unless the articles or an operating agreement permit otherwise, the amount that would be needed, if the LLC were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to the rights of members receiving the distribution and excluding liabilities for which the recourse of creditors is limited to specified property of the LLC, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the LLC only to the extent that the fair value of the property exceeds that liability. (b) Determination. The LLC may base a determination that a distribution is not prohibited under subsection (a) either on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (2) A fair valuation or other method that is reasonable in the circumstances. (c) General Measuring Date. The effect of a distribution under subsection (a) is measured as of: (1) The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or (2) The date the payment is made if it occurs more than four (4) months after the date of authorization. (d) Special Measuring Date. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made. (e) Status of LLC Indebtedness for Distributions. An LLC's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the LLC's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement and except to the extent provided otherwise by § 48-245-1101(a) . Acts 1994, ch. 868, § 1.
(a) Rule. No distribution may be made by an LLC if, after giving effect to the distribution: (1) The LLC would not be able to pay its debts as they became due in the normal course of business; or (2) The LLC's total assets would be less than the sum of its total liabilities plus, unless the articles or an operating agreement permit otherwise, the amount that would be needed, if the LLC were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to the rights of members receiving the distribution and excluding liabilities for which the recourse of creditors is limited to specified property of the LLC, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the LLC only to the extent that the fair value of the property exceeds that liability.
(1) The LLC would not be able to pay its debts as they became due in the normal course of business; or
(2) The LLC's total assets would be less than the sum of its total liabilities plus, unless the articles or an operating agreement permit otherwise, the amount that would be needed, if the LLC were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to the rights of members receiving the distribution and excluding liabilities for which the recourse of creditors is limited to specified property of the LLC, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the LLC only to the extent that the fair value of the property exceeds that liability.
(b) Determination. The LLC may base a determination that a distribution is not prohibited under subsection (a) either on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (2) A fair valuation or other method that is reasonable in the circumstances.
(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
(2) A fair valuation or other method that is reasonable in the circumstances.
(c) General Measuring Date. The effect of a distribution under subsection (a) is measured as of: (1) The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or (2) The date the payment is made if it occurs more than four (4) months after the date of authorization.
(1) The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or
(2) The date the payment is made if it occurs more than four (4) months after the date of authorization.
(d) Special Measuring Date. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.
(e) Status of LLC Indebtedness for Distributions. An LLC's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the LLC's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement and except to the extent provided otherwise by § 48-245-1101(a) .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-247-110 — TN Code / Title 48 / Chapter 247 / Section 48-247-110
Penalty for transacting business in Tennessee in violation of articles
Status: in_force

In the event that the LLC is prohibited from transacting business in Tennessee by its articles but actually transacts business in Tennessee and but for § 48-247-103(d) it would have paid a larger filing fee, the LLC shall be fined an amount equal to three (3) times the annual filing fee, less the amount actually paid, for each year or part thereof in which it actually does business in Tennessee. Acts 1995, ch. 403, § 87.
In the event that the LLC is prohibited from transacting business in Tennessee by its articles but actually transacts business in Tennessee and but for § 48-247-103(d) it would have paid a larger filing fee, the LLC shall be fined an amount equal to three (3) times the annual filing fee, less the amount actually paid, for each year or part thereof in which it actually does business in Tennessee.
Acts 1995, ch. 403, § 87.
Tenn. Code Ann. § 48-56-202 — TN Code / Title 48 / Chapter 56 / Section 48-56-202
Transfers
Status: in_force

(a) Except as set forth in or authorized by the charter or bylaws, no member of a corporation may transfer a membership or any right arising therefrom. (b) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member. Acts 1987, ch. 242, § 6.21.
(a) Except as set forth in or authorized by the charter or bylaws, no member of a corporation may transfer a membership or any right arising therefrom.
(b) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
Acts 1987, ch. 242, § 6.21.
Tenn. Code Ann. § 48-18-106 — TN Code / Title 48 / Chapter 18 / Section 48-18-106
Staggered terms for directors
Status: in_force

The charter may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one half (½) or one third (1/3) of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, the directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire. Acts 1986, ch. 887, § 8.06.
The charter may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one half (½) or one third (1/3) of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, the directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
Acts 1986, ch. 887, § 8.06.
Tenn. Code Ann. § 48-18-301 — TN Code / Title 48 / Chapter 18 / Section 48-18-301
General standards for directors
Status: in_force

(a) A director shall discharge all duties as a director, including duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the director reasonably believes to be in the best interests of the corporation. (b) In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the director reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence. (c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the office in compliance with this section. Acts 1986, ch. 887, § 8.30; 1994, ch. 776, § 32.
(a) A director shall discharge all duties as a director, including duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the director reasonably believes to be in the best interests of the corporation.
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the director reasonably believes to be in the best interests of the corporation.
(b) In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the director reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(1) One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3) A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the office in compliance with this section.
Acts 1986, ch. 887, § 8.30; 1994, ch. 776, § 32.
Tenn. Code Ann. § 48-203-102 — TN Code / Title 48 / Chapter 203 / Section 48-203-102
Organizers and formation
Status: in_force

(a) One (1) or more individuals may, acting as organizers, form an LLC, by filing with the secretary of state articles for the LLC which contain the information required by § 48-205-101 and admitting the initial members. Unless a delayed effective date is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date is specified in the manner permitted by § 48-205-101(8) , the LLC is formed and its existence begins at a future specific date or on the occurrence of a future specific event, neither one of which shall be or occur more than ninety (90) days from the initial filing of the articles. (b) Immediate Effective Date. If the date of formation is the date of filing of the articles, the secretary of state's acceptance for filing of the articles is conclusive proof that the organizers satisfied all conditions precedent to formation except in a proceeding by the state to cancel or revoke the formation or existence of the LLC or to dissolve the LLC involuntarily. (c) Deferred Effective Date. If the date of formation of the LLC is later than the date of filing of the initial articles with the secretary of state, the organizers or any member may, within thirty (30) days after the date of actual formation, file a certificate of formation which states that the LLC was formed and the date of formation. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the presumed effective date of the formation shall be on the ninetieth day following the date of filing of the articles. The presumption, however, can be rebutted. (d) If the date of formation of the LLC is later than the date of filing of the initial articles with the secretary of state, the secretary of state's acceptance for filing of the certificate of formation is conclusive proof that the organizers satisfied all conditions precedent to formation except in a proceeding by the state to cancel or revoke the formation or existence of the LLC or to dissolve the LLC involuntarily. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 5; 1999, ch. 346, § 1.
(a) One (1) or more individuals may, acting as organizers, form an LLC, by filing with the secretary of state articles for the LLC which contain the information required by § 48-205-101 and admitting the initial members. Unless a delayed effective date is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date is specified in the manner permitted by § 48-205-101(8) , the LLC is formed and its existence begins at a future specific date or on the occurrence of a future specific event, neither one of which shall be or occur more than ninety (90) days from the initial filing of the articles.
(b) Immediate Effective Date. If the date of formation is the date of filing of the articles, the secretary of state's acceptance for filing of the articles is conclusive proof that the organizers satisfied all conditions precedent to formation except in a proceeding by the state to cancel or revoke the formation or existence of the LLC or to dissolve the LLC involuntarily.
(c) Deferred Effective Date. If the date of formation of the LLC is later than the date of filing of the initial articles with the secretary of state, the organizers or any member may, within thirty (30) days after the date of actual formation, file a certificate of formation which states that the LLC was formed and the date of formation. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the presumed effective date of the formation shall be on the ninetieth day following the date of filing of the articles. The presumption, however, can be rebutted.
(d) If the date of formation of the LLC is later than the date of filing of the initial articles with the secretary of state, the secretary of state's acceptance for filing of the certificate of formation is conclusive proof that the organizers satisfied all conditions precedent to formation except in a proceeding by the state to cancel or revoke the formation or existence of the LLC or to dissolve the LLC involuntarily.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 5; 1999, ch. 346, § 1.
Tenn. Code Ann. § 48-66-107 — TN Code / Title 48 / Chapter 66 / Section 48-66-107
Prohibited uses of membership lists - Mutual benefit corporation's election to proceed under Section 48-57-201
Status: in_force

(a) Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Given or sold to or purchased by any person. (b) Instead of making a membership list available for inspection and copying pursuant to this part, a mutual benefit corporation may elect to proceed under the procedures set forth in § 48-57-201 . Added by 2014 Tenn. Acts, ch. 899, s 85, eff. 1/1/2015.
(a) Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Given or sold to or purchased by any person.
(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) Used for any commercial purpose; or
(3) Given or sold to or purchased by any person.
(b) Instead of making a membership list available for inspection and copying pursuant to this part, a mutual benefit corporation may elect to proceed under the procedures set forth in § 48-57-201 .
Added by 2014 Tenn. Acts, ch. 899, s 85, eff. 1/1/2015.
Tenn. Code Ann. § 48-58-501 — TN Code / Title 48 / Chapter 58 / Section 48-58-501
Part definitions
Status: in_force

In this part: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (2) "Director" means an individual who is or was a director of a corporation, is or was a member of a committee of the board, or an individual who, while a director of a corporation or an individual serving on a committee of the board, is or was serving at the corporation's request as a director, member of a committee of the board, officer, partner, trustee, employee, or agent of another foreign or domestic for-profit or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the contract requires otherwise, the estate or personal representative of a director; (3) "Expenses" include counsel fees; (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding; (5) "Official capacity" means: (A) When used with respect to a director, the office of director in a corporation; and (B) When used with respect to an individual other than a director, as contemplated in § 48-58-507 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic profit or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; (6) "Party" includes an individual who was, is, or is threatened to be made, a named defendant or respondent in a proceeding; and (7) "Proceeding" means any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal. Amended by 2014 Tenn. Acts, ch. 899,s 45, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 44, eff. 1/1/2015. Acts 1987, ch. 242, § 8.50.
In this part:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(2) "Director" means an individual who is or was a director of a corporation, is or was a member of a committee of the board, or an individual who, while a director of a corporation or an individual serving on a committee of the board, is or was serving at the corporation's request as a director, member of a committee of the board, officer, partner, trustee, employee, or agent of another foreign or domestic for-profit or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the contract requires otherwise, the estate or personal representative of a director;
(3) "Expenses" include counsel fees;
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding;
(5) "Official capacity" means: (A) When used with respect to a director, the office of director in a corporation; and (B) When used with respect to an individual other than a director, as contemplated in § 48-58-507 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic profit or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;
(A) When used with respect to a director, the office of director in a corporation; and
(B) When used with respect to an individual other than a director, as contemplated in § 48-58-507 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic profit or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;
(6) "Party" includes an individual who was, is, or is threatened to be made, a named defendant or respondent in a proceeding; and
(7) "Proceeding" means any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.
Amended by 2014 Tenn. Acts, ch. 899,s 45, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 44, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.50.
Tenn. Code Ann. § 48-207-103 — TN Code / Title 48 / Chapter 207 / Section 48-207-103
Registered name
Status: in_force

(a) Registration of Name. A foreign LLC may register its name, or an assumed name under which it transacts business, or its name with any addition pursuant to § 48-207-101(a) , if the name is distinguishable upon the records of the secretary of state as required by § 48-207-101(b) . (b) Process for Registration. A foreign LLC registers its name, or its assumed name, or its name with any addition pursuant to § 48-207-101(a) , by delivering to the office of the secretary of state for filing an application: (1) Setting forth its name, its assumed name, or its name with any addition pursuant to § 48-207-101(a) , the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and (2) Accompanied by a certificate copy of existence (or a document of similar import) from the state or country of organization, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state. (c) Effective Date of Registration. The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs. (d) Renewal of Registered Name. A foreign LLC whose registration is effective may renew it for successive years by delivering to the office of the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year. (e) Use of Registered Name. A foreign LLC whose registration is effective may thereafter qualify as a foreign LLC under that name or consent in writing to the use of that name by an LLC thereafter organized under this title or by another foreign LLC thereafter authorized to transact business in this state. The registration terminates when the domestic LLC is organized or the foreign LLC qualifies or consents to the qualification of another foreign LLC under the registered name. Acts 1994, ch. 868, § 1.
(a) Registration of Name. A foreign LLC may register its name, or an assumed name under which it transacts business, or its name with any addition pursuant to § 48-207-101(a) , if the name is distinguishable upon the records of the secretary of state as required by § 48-207-101(b) .
(b) Process for Registration. A foreign LLC registers its name, or its assumed name, or its name with any addition pursuant to § 48-207-101(a) , by delivering to the office of the secretary of state for filing an application: (1) Setting forth its name, its assumed name, or its name with any addition pursuant to § 48-207-101(a) , the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and (2) Accompanied by a certificate copy of existence (or a document of similar import) from the state or country of organization, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state.
(1) Setting forth its name, its assumed name, or its name with any addition pursuant to § 48-207-101(a) , the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and
(2) Accompanied by a certificate copy of existence (or a document of similar import) from the state or country of organization, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state.
(c) Effective Date of Registration. The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs.
(d) Renewal of Registered Name. A foreign LLC whose registration is effective may renew it for successive years by delivering to the office of the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(e) Use of Registered Name. A foreign LLC whose registration is effective may thereafter qualify as a foreign LLC under that name or consent in writing to the use of that name by an LLC thereafter organized under this title or by another foreign LLC thereafter authorized to transact business in this state. The registration terminates when the domestic LLC is organized or the foreign LLC qualifies or consents to the qualification of another foreign LLC under the registered name.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-65-108 — TN Code / Title 48 / Chapter 65 / Section 48-65-108
Change of registered office or registered agent of foreign corporation
Status: in_force

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) Its name; (2) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located; (3) If the current registered agent is to be changed, the name of its new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (b) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any foreign corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change. (c) Each foreign corporation authorized to transact business in this state shall comply with § 48-55-101(b) . Amended by 2014 Tenn. Acts, ch. 899,s 80, eff. 1/1/2015. Acts 1987, ch. 242, § 15.08; 1991, ch. 188, § 11.
(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) Its name; (2) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located; (3) If the current registered agent is to be changed, the name of its new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(1) Its name;
(2) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located;
(3) If the current registered agent is to be changed, the name of its new registered agent; and
(4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any foreign corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
(c) Each foreign corporation authorized to transact business in this state shall comply with § 48-55-101(b) .
Amended by 2014 Tenn. Acts, ch. 899,s 80, eff. 1/1/2015.
Acts 1987, ch. 242, § 15.08; 1991, ch. 188, § 11.
Tenn. Code Ann. § 48-248-201 — TN Code / Title 48 / Chapter 248 / Section 48-248-201
Powers
Status: in_force

(a) Except as provided in subsection (b) or otherwise limited by this chapter, a PLLC has the powers enumerated in § 48-212-101 . (b) A PLLC may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the PLLC's articles. Acts 1994, ch. 868, § 1.
(a) Except as provided in subsection (b) or otherwise limited by this chapter, a PLLC has the powers enumerated in § 48-212-101 .
(b) A PLLC may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the PLLC's articles.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-16-302 — TN Code / Title 48 / Chapter 16 / Section 48-16-302
Corporation's acquisition of its own shares
Status: in_force

(a) (1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (2) Shares of a class or a series, the preferences, limitations and relative rights of which were determined by the board of directors pursuant to § 48-16-102 , that are acquired by the corporation shall constitute authorized but unissued shares having the same preferences, limitations and relative rights as the shares so acquired; provided, that, if the charter so provides, such authorized but unissued shares may instead constitute or be included in a class of shares with respect to which the board may again determine the preferences, limitations and relative rights under § 48-16-102 . (b) If the charter prohibits the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the charter. (c) The board of directors may adopt articles of amendment that are required by subsection (b) without shareholder action, and deliver them to the secretary of state for filing. The articles must set forth: (1) The name of the corporation; (2) The reduction in the number of authorized shares, itemized by class and series; and (3) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares. Acts 1986, ch. 887, § 6.31; 1994, ch. 776, § 18.
(a) (1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (2) Shares of a class or a series, the preferences, limitations and relative rights of which were determined by the board of directors pursuant to § 48-16-102 , that are acquired by the corporation shall constitute authorized but unissued shares having the same preferences, limitations and relative rights as the shares so acquired; provided, that, if the charter so provides, such authorized but unissued shares may instead constitute or be included in a class of shares with respect to which the board may again determine the preferences, limitations and relative rights under § 48-16-102 .
(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(2) Shares of a class or a series, the preferences, limitations and relative rights of which were determined by the board of directors pursuant to § 48-16-102 , that are acquired by the corporation shall constitute authorized but unissued shares having the same preferences, limitations and relative rights as the shares so acquired; provided, that, if the charter so provides, such authorized but unissued shares may instead constitute or be included in a class of shares with respect to which the board may again determine the preferences, limitations and relative rights under § 48-16-102 .
(b) If the charter prohibits the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the charter.
(c) The board of directors may adopt articles of amendment that are required by subsection (b) without shareholder action, and deliver them to the secretary of state for filing. The articles must set forth: (1) The name of the corporation; (2) The reduction in the number of authorized shares, itemized by class and series; and (3) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
(1) The name of the corporation;
(2) The reduction in the number of authorized shares, itemized by class and series; and
(3) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
Acts 1986, ch. 887, § 6.31; 1994, ch. 776, § 18.
Tenn. Code Ann. § 48-250-101 — TN Code / Title 48 / Chapter 250 / Section 48-250-101
Chapter definitions
Status: in_force

As used in this chapter: (1) "Decentralized organization" means a decentralized organization, organized under this chapter; (2) "Digital asset" means: (A) An electronic record in which a person has a right or interest; and (B) Does not include an underlying asset or liability unless the asset or liability is itself an electronic record; (3) "Distributed ledger technology" means a distributed ledger protocol and supporting infrastructure, including blockchain, that uses a distributed, decentralized, shared, and replicated ledger, whether it be public or private, permissioned or permissionless, and that may include the use of electronic currencies or electronic tokens as a medium of electronic exchange; (4) "Electronic," relating to technology, means having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; (5) "Majority of the members" means the approval of more than fifty percent (50%) of participating membership interests in a vote for which a quorum of members is participating, excluding a person who dissociates from the organization as set forth in § 48-250-112 ; (6) "Membership interest" means: (A) A member's ownership share in a member-managed decentralized organization, which may be defined in the entity's articles of organization, smart contract, or operating agreement; or (B) A digital asset, if designated as a membership interest in the organization's articles of organization or operating agreement; (7) "Publicly available identifier" includes, but is not limited to, a URL, contract address, published whitepaper, or other similar item that is available to the public; (8) "Quorum" means a minimum requirement on the sum of membership interests participating in a vote for that vote to be valid; (9) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; and (10) "Smart contract" means an event-driven computer program, that executes on an electronic, distributed, decentralized, shared, and replicated ledger that is used to automate transactions, including, but not limited to, transactions that: (A) Take custody over and instruct transfer of assets on that ledger; (B) Create and distribute electronic assets; (C) Synchronize information; or (D) Manage identity and user access to software applications. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
As used in this chapter:
(1) "Decentralized organization" means a decentralized organization, organized under this chapter;
(2) "Digital asset" means: (A) An electronic record in which a person has a right or interest; and (B) Does not include an underlying asset or liability unless the asset or liability is itself an electronic record;
(A) An electronic record in which a person has a right or interest; and
(B) Does not include an underlying asset or liability unless the asset or liability is itself an electronic record;
(3) "Distributed ledger technology" means a distributed ledger protocol and supporting infrastructure, including blockchain, that uses a distributed, decentralized, shared, and replicated ledger, whether it be public or private, permissioned or permissionless, and that may include the use of electronic currencies or electronic tokens as a medium of electronic exchange;
(4) "Electronic," relating to technology, means having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;
(5) "Majority of the members" means the approval of more than fifty percent (50%) of participating membership interests in a vote for which a quorum of members is participating, excluding a person who dissociates from the organization as set forth in § 48-250-112 ;
(6) "Membership interest" means: (A) A member's ownership share in a member-managed decentralized organization, which may be defined in the entity's articles of organization, smart contract, or operating agreement; or (B) A digital asset, if designated as a membership interest in the organization's articles of organization or operating agreement;
(A) A member's ownership share in a member-managed decentralized organization, which may be defined in the entity's articles of organization, smart contract, or operating agreement; or
(B) A digital asset, if designated as a membership interest in the organization's articles of organization or operating agreement;
(7) "Publicly available identifier" includes, but is not limited to, a URL, contract address, published whitepaper, or other similar item that is available to the public;
(8) "Quorum" means a minimum requirement on the sum of membership interests participating in a vote for that vote to be valid;
(9) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; and
(10) "Smart contract" means an event-driven computer program, that executes on an electronic, distributed, decentralized, shared, and replicated ledger that is used to automate transactions, including, but not limited to, transactions that: (A) Take custody over and instruct transfer of assets on that ledger; (B) Create and distribute electronic assets; (C) Synchronize information; or (D) Manage identity and user access to software applications.
(A) Take custody over and instruct transfer of assets on that ledger;
(B) Create and distribute electronic assets;
(C) Synchronize information; or
(D) Manage identity and user access to software applications.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-51-305 — TN Code / Title 48 / Chapter 51 / Section 48-51-305
Correcting filed document
Status: in_force

(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected by: (1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) Delivering the articles to the secretary of state for filing. (c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Acts 1987, ch. 242, § 1.34.
(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged.
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by: (1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) Delivering the articles to the secretary of state for filing.
(1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and
(A) Describe the document (including its filing date) or attach a copy of it to the articles;
(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution; and
(2) Delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Acts 1987, ch. 242, § 1.34.
Tenn. Code Ann. § 48-53-102 — TN Code / Title 48 / Chapter 53 / Section 48-53-102
General powers
Status: in_force

(a) Unless its charter provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power to: (1) Sue and be sued, complain, and defend in its corporate name; (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) Make and amend bylaws, not inconsistent with its charter or with the laws of this state, for regulating and managing the affairs of the corporation; (4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property; (6) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares of other interests in, or obligations of, any other entity; (7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income; (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (10) Conduct its activities, locate offices, and exercise the powers granted by chapters 51-68 of this title within or without this state; (11) Elect, appoint, and designate directors and appoint officers, employees, and agents of the corporation, define their duties, and fix their compensation; (12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents; (13) Make donations for the public welfare or for charitable, scientific, or educational purposes; (14) Make payments or donations, or do any other act, not inconsistent with law, that furthers the corporate interest; (15) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest, so long as such conditions or limitations are not contrary to chapters 51-68 of this title or the purposes for which the corporation is organized; (16) Impose dues, assessments, admission, service and transfer fees upon its members; (17) Establish conditions for admission to membership, admit members, and issue memberships; (18) Carry on a business; and (19) Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. (b) A nonprofit corporation shall not have or issue shares of stock. Acts 1987, ch. 242, § 3.02.
(a) Unless its charter provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power to: (1) Sue and be sued, complain, and defend in its corporate name; (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) Make and amend bylaws, not inconsistent with its charter or with the laws of this state, for regulating and managing the affairs of the corporation; (4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property; (6) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares of other interests in, or obligations of, any other entity; (7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income; (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (10) Conduct its activities, locate offices, and exercise the powers granted by chapters 51-68 of this title within or without this state; (11) Elect, appoint, and designate directors and appoint officers, employees, and agents of the corporation, define their duties, and fix their compensation; (12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents; (13) Make donations for the public welfare or for charitable, scientific, or educational purposes; (14) Make payments or donations, or do any other act, not inconsistent with law, that furthers the corporate interest; (15) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest, so long as such conditions or limitations are not contrary to chapters 51-68 of this title or the purposes for which the corporation is organized; (16) Impose dues, assessments, admission, service and transfer fees upon its members; (17) Establish conditions for admission to membership, admit members, and issue memberships; (18) Carry on a business; and (19) Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
(1) Sue and be sued, complain, and defend in its corporate name;
(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3) Make and amend bylaws, not inconsistent with its charter or with the laws of this state, for regulating and managing the affairs of the corporation;
(4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property;
(6) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares of other interests in, or obligations of, any other entity;
(7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income;
(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) Conduct its activities, locate offices, and exercise the powers granted by chapters 51-68 of this title within or without this state;
(11) Elect, appoint, and designate directors and appoint officers, employees, and agents of the corporation, define their duties, and fix their compensation;
(12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents;
(13) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) Make payments or donations, or do any other act, not inconsistent with law, that furthers the corporate interest;
(15) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest, so long as such conditions or limitations are not contrary to chapters 51-68 of this title or the purposes for which the corporation is organized;
(16) Impose dues, assessments, admission, service and transfer fees upon its members;
(17) Establish conditions for admission to membership, admit members, and issue memberships;
(18) Carry on a business; and
(19) Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
(b) A nonprofit corporation shall not have or issue shares of stock.
Acts 1987, ch. 242, § 3.02.
Tenn. Code Ann. § 48-233-101 — TN Code / Title 48 / Chapter 233 / Section 48-233-101
Contribution agreements
Status: in_force

(a) Signed Writing. (1) A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor unless it is in writing and signed by the prospective contributor. (2) A contribution agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors sufficient to admit a new member under the articles or operating agreement and § 48-232-102 . (3) If the consideration to be contributed to the LLC for the membership interest is other than money, the contribution agreement shall state the value being accorded such consideration. (b) Irrevocable Period. A contribution agreement is irrevocable for a period of six (6) months, unless the contribution agreement provides for, or unless all other prospective contributors who are a party to a contribution agreement consent to, a different duration. (c) Current and Deferred Payment. A contribution agreement, whether made before or after the formation of an LLC, must be paid or performed in full at the time or times, or in the installments, if any, specified in the contribution agreement. In the absence of a provision in the contribution agreement specifying the time at which the contribution is to be paid or performed, the contribution must be paid or performed at the time or times determined by the members or the board of governors. If a call is made for payment or performance of contributions, the contributions must be uniform for all membership interests of the same class or for all membership interests of the same series. (d) Restrictions on Assignment. The rights of a party to a contribution agreement may not be assigned, in whole or in part, to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or operating agreement so permit, by the written consent of the members or governors sufficient to approve the admission of a new member under the articles or operating agreement and in accordance with § 48-232-102 . Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 41-44; 1999, ch. 455, § 17.
(a) Signed Writing. (1) A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor unless it is in writing and signed by the prospective contributor. (2) A contribution agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors sufficient to admit a new member under the articles or operating agreement and § 48-232-102 . (3) If the consideration to be contributed to the LLC for the membership interest is other than money, the contribution agreement shall state the value being accorded such consideration.
(1) A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor unless it is in writing and signed by the prospective contributor.
(2) A contribution agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors sufficient to admit a new member under the articles or operating agreement and § 48-232-102 .
(3) If the consideration to be contributed to the LLC for the membership interest is other than money, the contribution agreement shall state the value being accorded such consideration.
(b) Irrevocable Period. A contribution agreement is irrevocable for a period of six (6) months, unless the contribution agreement provides for, or unless all other prospective contributors who are a party to a contribution agreement consent to, a different duration.
(c) Current and Deferred Payment. A contribution agreement, whether made before or after the formation of an LLC, must be paid or performed in full at the time or times, or in the installments, if any, specified in the contribution agreement. In the absence of a provision in the contribution agreement specifying the time at which the contribution is to be paid or performed, the contribution must be paid or performed at the time or times determined by the members or the board of governors. If a call is made for payment or performance of contributions, the contributions must be uniform for all membership interests of the same class or for all membership interests of the same series.
(d) Restrictions on Assignment. The rights of a party to a contribution agreement may not be assigned, in whole or in part, to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or operating agreement so permit, by the written consent of the members or governors sufficient to approve the admission of a new member under the articles or operating agreement and in accordance with § 48-232-102 .
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 41-44; 1999, ch. 455, § 17.
Tenn. Code Ann. § 48-238-104 — TN Code / Title 48 / Chapter 238 / Section 48-238-104
Agency of members in a board-managed LLC
Status: in_force

(a) Unless the articles provide otherwise, if the LLC is board-managed, no member is an agent of the LLC for the purpose of its business, other than a member designated by the board of governors, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the business of the LLC of which such person is a member, does not bind the LLC, unless the member so acting has in fact the authority to act for the LLC in the particular matter. (b) Unless the articles provide otherwise, if the LLC is board-managed, the following persons are agents of the LLC and may legally bind the LLC, subject to the limitation on such persons contained in chapters 201-248 of this title: (1) The chief manager; (2) A person designated in the articles or the operating agreement as being so authorized; and (3) A person designated in writing by action of the governors as being so authorized. Acts 1994, ch. 868, § 1; 1999, ch. 455, § 20.
(a) Unless the articles provide otherwise, if the LLC is board-managed, no member is an agent of the LLC for the purpose of its business, other than a member designated by the board of governors, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the business of the LLC of which such person is a member, does not bind the LLC, unless the member so acting has in fact the authority to act for the LLC in the particular matter.
(b) Unless the articles provide otherwise, if the LLC is board-managed, the following persons are agents of the LLC and may legally bind the LLC, subject to the limitation on such persons contained in chapters 201-248 of this title: (1) The chief manager; (2) A person designated in the articles or the operating agreement as being so authorized; and (3) A person designated in writing by action of the governors as being so authorized.
(1) The chief manager;
(2) A person designated in the articles or the operating agreement as being so authorized; and
(3) A person designated in writing by action of the governors as being so authorized.
Acts 1994, ch. 868, § 1; 1999, ch. 455, § 20.
Tenn. Code Ann. § 48-103-110 — TN Code / Title 48 / Chapter 103 / Section 48-103-110
Injunction
Status: in_force

Whenever it appears to the commissioner that any person, including an affiliate or associate of an offeror or offeree company, has engaged or is about to engage in any act or practice constituting a violation of this part or any rule or order hereunder, the commissioner may apply for equitable relief to the chancery court of Davidson County, or any other chancery court having jurisdiction. Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order, or may order recision of any sales or purchases of securities determined to be unlawful under this part or any rule or order hereunder. The court shall not require the commissioner to post a bond. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2110, 48-5-110, 48-35-110.
Whenever it appears to the commissioner that any person, including an affiliate or associate of an offeror or offeree company, has engaged or is about to engage in any act or practice constituting a violation of this part or any rule or order hereunder, the commissioner may apply for equitable relief to the chancery court of Davidson County, or any other chancery court having jurisdiction. Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order, or may order recision of any sales or purchases of securities determined to be unlawful under this part or any rule or order hereunder. The court shall not require the commissioner to post a bond.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2110, 48-5-110, 48-35-110.
Tenn. Code Ann. § 48-18-401 — TN Code / Title 48 / Chapter 18 / Section 48-18-401
Required officers
Status: in_force

(a) A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors. (b) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. (d) The same individual may simultaneously hold more than one (1) office in a corporation. Acts 1986, ch. 887, § 8.40; 1989, ch. 451, § 11; 1999, ch. 272, § 1; 2012, ch. 1051, §§ 31, 32.
(a) A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors.
(b) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
(d) The same individual may simultaneously hold more than one (1) office in a corporation.
Acts 1986, ch. 887, § 8.40; 1989, ch. 451, § 11; 1999, ch. 272, § 1; 2012, ch. 1051, §§ 31, 32.
Tenn. Code Ann. § 48-17-108 — TN Code / Title 48 / Chapter 17 / Section 48-17-108
Waiver or approval by fiduciaries
Status: in_force

Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, who is a shareholder of record, whether the corporation issuing such shares is foreign or domestic, may waive notice or lapse of time pursuant to § 48-17-106 and may consent to the taking of any corporate action pursuant to § 48-17-104 . Acts 1986, ch. 887, § 7.08.
Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, who is a shareholder of record, whether the corporation issuing such shares is foreign or domestic, may waive notice or lapse of time pursuant to § 48-17-106 and may consent to the taking of any corporate action pursuant to § 48-17-104 .
Acts 1986, ch. 887, § 7.08.
Tenn. Code Ann. § 48-103-108 — TN Code / Title 48 / Chapter 103 / Section 48-103-108
Administration - Rules and orders - Hearings
Status: in_force

(a) (1) This part shall be administered by the commissioner, who may exercise all powers granted to the commissioner by chapter 1 of this title which are not inconsistent with this part. (2) The commissioner is authorized to promulgate such rules and regulations, consistent with this part, as are necessary to the administration thereof in carrying out the powers and duties vested in the commissioner by this part. (3) The commissioner may by rule or order exempt from any provisions of this part takeover offers that the commissioner determines are not made for the purpose or do not have the effect of changing or influencing the control of an offeree company or where compliance with this part is not necessary for the protection of the shareholders of the offeree company, and the commissioner may similarly exempt any persons from the filing of statements under this part. (4) The commissioner may by order direct any person to file any statement provided for in this part, if it appears that such person is delinquent in the filing of such statement. (b) All hearings before the commissioner shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, and each party to such proceeding shall have all the procedural rights set out therein including, but not limited to, the right to proper notice, the right to confront witnesses and examine the evidence against the party, the right to cross-examine witnesses, the right to counsel, the right to present evidence in the party's own behalf and the right to subpoena witnesses, books, records, papers and other objects. Such hearing may, at the option of the agency and upon agreement by the secretary of state or the secretary of state's designee, be conducted by a hearing officer from the administrative procedures division of the secretary of state's office. Judicial review of the final agency decision in a contested case shall also be in accordance with the Uniform Administrative Procedures Act. (c) The commissioner has the authority to promulgate rules in order to effectuate the purposes and objectives set out in this part, and such rules shall be promulgated and published in accordance with the Uniform Administrative Procedures Act. As provided in that chapter, any interested person has the right to petition the agency for the adoption, amendment or repeal of a rule or to petition the agency involved for a ruling on the applicability of a rule to any person, property or state of facts. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2108, 48-5-108, 48-35-108.
(a) (1) This part shall be administered by the commissioner, who may exercise all powers granted to the commissioner by chapter 1 of this title which are not inconsistent with this part. (2) The commissioner is authorized to promulgate such rules and regulations, consistent with this part, as are necessary to the administration thereof in carrying out the powers and duties vested in the commissioner by this part. (3) The commissioner may by rule or order exempt from any provisions of this part takeover offers that the commissioner determines are not made for the purpose or do not have the effect of changing or influencing the control of an offeree company or where compliance with this part is not necessary for the protection of the shareholders of the offeree company, and the commissioner may similarly exempt any persons from the filing of statements under this part. (4) The commissioner may by order direct any person to file any statement provided for in this part, if it appears that such person is delinquent in the filing of such statement.
(1) This part shall be administered by the commissioner, who may exercise all powers granted to the commissioner by chapter 1 of this title which are not inconsistent with this part.
(2) The commissioner is authorized to promulgate such rules and regulations, consistent with this part, as are necessary to the administration thereof in carrying out the powers and duties vested in the commissioner by this part.
(3) The commissioner may by rule or order exempt from any provisions of this part takeover offers that the commissioner determines are not made for the purpose or do not have the effect of changing or influencing the control of an offeree company or where compliance with this part is not necessary for the protection of the shareholders of the offeree company, and the commissioner may similarly exempt any persons from the filing of statements under this part.
(4) The commissioner may by order direct any person to file any statement provided for in this part, if it appears that such person is delinquent in the filing of such statement.
(b) All hearings before the commissioner shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, and each party to such proceeding shall have all the procedural rights set out therein including, but not limited to, the right to proper notice, the right to confront witnesses and examine the evidence against the party, the right to cross-examine witnesses, the right to counsel, the right to present evidence in the party's own behalf and the right to subpoena witnesses, books, records, papers and other objects. Such hearing may, at the option of the agency and upon agreement by the secretary of state or the secretary of state's designee, be conducted by a hearing officer from the administrative procedures division of the secretary of state's office. Judicial review of the final agency decision in a contested case shall also be in accordance with the Uniform Administrative Procedures Act.
(c) The commissioner has the authority to promulgate rules in order to effectuate the purposes and objectives set out in this part, and such rules shall be promulgated and published in accordance with the Uniform Administrative Procedures Act. As provided in that chapter, any interested person has the right to petition the agency for the adoption, amendment or repeal of a rule or to petition the agency involved for a ruling on the applicability of a rule to any person, property or state of facts.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2108, 48-5-108, 48-35-108.
Tenn. Code Ann. § 48-18-701 — TN Code / Title 48 / Chapter 18 / Section 48-18-701
Part definitions
Status: in_force

In this part: (1) "Control" (including "controlled by") means: (A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise; or (B) Being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns; (2) "Director's or officer's conflicting interest transaction" means a transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation): (A) To which, at the relevant time, the director or officer is a party; or (B) Respecting which, at the relevant time, the director or officer had knowledge and a material financial interest known to the director or officer; or (C) Respecting which, at the relevant time, the director or officer knew that a related person was a party or had a material financial interest; (3) "Fair to the corporation" means, for purposes of § 48-18-702(b)(3) , that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was: (A) Fair in terms of the director's or officer's dealings with the corporation; and (B) Comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation; (4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's or officer's judgment when participating in action on the authorization of the transaction; (5) "Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; (6) (A) "Qualified director" means a director who, at the time action is to be taken under § 48-18-703 , is not a director: (i) As to whom the transaction is a director's or officer's conflicting interest transaction; or (ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction; (B) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director: (i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or (ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director; (7) "Related person" means: (A) The director's or officer's spouse; (B) A child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece or nephew (or spouse of any thereof) of the director or officer or of the director's or officer's spouse; (C) An individual living in the same home as the director or officer; (D) An entity (other than the corporation or an entity controlled by the corporation) controlled by the director or officer or any person specified in subdivisions (7)(A)-(C); (E) A domestic or foreign: (i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation; (ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or (iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or (F) A person that is or an entity that is controlled by, an employer of the director or officer; (8) "Relevant time" means: (A) The time at which directors' action respecting the transaction is taken in compliance with § 48-18-703 ; or (B) If the transaction is not brought before the board of directors of the corporation (or its committee) for action under § 48-18-703 , at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction; and (9) "Required disclosure" means disclosure of: (A) The existence and nature of the director's or officer's conflicting interest; and (B) All facts known to the director or officer respecting the subject matter of the transaction that a director or officer free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction. Acts 2012, ch. 1051, § 36.
In this part:
(1) "Control" (including "controlled by") means: (A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise; or (B) Being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns;
(A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise; or
(B) Being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns;
(2) "Director's or officer's conflicting interest transaction" means a transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation): (A) To which, at the relevant time, the director or officer is a party; or (B) Respecting which, at the relevant time, the director or officer had knowledge and a material financial interest known to the director or officer; or (C) Respecting which, at the relevant time, the director or officer knew that a related person was a party or had a material financial interest;
(A) To which, at the relevant time, the director or officer is a party; or
(B) Respecting which, at the relevant time, the director or officer had knowledge and a material financial interest known to the director or officer; or
(C) Respecting which, at the relevant time, the director or officer knew that a related person was a party or had a material financial interest;
(3) "Fair to the corporation" means, for purposes of § 48-18-702(b)(3) , that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was: (A) Fair in terms of the director's or officer's dealings with the corporation; and (B) Comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation;
(A) Fair in terms of the director's or officer's dealings with the corporation; and
(B) Comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation;
(4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's or officer's judgment when participating in action on the authorization of the transaction;
(5) "Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken;
(6) (A) "Qualified director" means a director who, at the time action is to be taken under § 48-18-703 , is not a director: (i) As to whom the transaction is a director's or officer's conflicting interest transaction; or (ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction; (B) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director: (i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or (ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director;
(A) "Qualified director" means a director who, at the time action is to be taken under § 48-18-703 , is not a director: (i) As to whom the transaction is a director's or officer's conflicting interest transaction; or (ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction;
(i) As to whom the transaction is a director's or officer's conflicting interest transaction; or
(ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction;
(B) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director: (i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or (ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director;
(i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or
(ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director;
(7) "Related person" means: (A) The director's or officer's spouse; (B) A child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece or nephew (or spouse of any thereof) of the director or officer or of the director's or officer's spouse; (C) An individual living in the same home as the director or officer; (D) An entity (other than the corporation or an entity controlled by the corporation) controlled by the director or officer or any person specified in subdivisions (7)(A)-(C); (E) A domestic or foreign: (i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation; (ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or (iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or (F) A person that is or an entity that is controlled by, an employer of the director or officer;
(A) The director's or officer's spouse;
(B) A child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece or nephew (or spouse of any thereof) of the director or officer or of the director's or officer's spouse;
(C) An individual living in the same home as the director or officer;
(D) An entity (other than the corporation or an entity controlled by the corporation) controlled by the director or officer or any person specified in subdivisions (7)(A)-(C);
(E) A domestic or foreign: (i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation; (ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or (iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or
(i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation;
(ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or
(iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or
(F) A person that is or an entity that is controlled by, an employer of the director or officer;
(8) "Relevant time" means: (A) The time at which directors' action respecting the transaction is taken in compliance with § 48-18-703 ; or (B) If the transaction is not brought before the board of directors of the corporation (or its committee) for action under § 48-18-703 , at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction; and
(A) The time at which directors' action respecting the transaction is taken in compliance with § 48-18-703 ; or
(B) If the transaction is not brought before the board of directors of the corporation (or its committee) for action under § 48-18-703 , at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction; and
(9) "Required disclosure" means disclosure of: (A) The existence and nature of the director's or officer's conflicting interest; and (B) All facts known to the director or officer respecting the subject matter of the transaction that a director or officer free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
(A) The existence and nature of the director's or officer's conflicting interest; and
(B) All facts known to the director or officer respecting the subject matter of the transaction that a director or officer free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
Acts 2012, ch. 1051, § 36.
Tenn. Code Ann. § 48-57-209 — TN Code / Title 48 / Chapter 57 / Section 48-57-209
Inspectors
Status: in_force

(a) A corporation with members may appoint one (1) or more inspectors to act at a meeting of members and make a report in the form of a document of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector's ability. (b) The inspectors shall: (1) Ascertain the number of members and their voting power; (2) Determine the members present at a meeting; (3) Determine the validity of proxies and ballots; (4) Count all votes; and (5) Determine the result. (c) An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting shall not be an inspector. Added by 2014 Tenn. Acts, ch. 899,s 28, eff. 1/1/2015.
(a) A corporation with members may appoint one (1) or more inspectors to act at a meeting of members and make a report in the form of a document of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector's ability.
(b) The inspectors shall: (1) Ascertain the number of members and their voting power; (2) Determine the members present at a meeting; (3) Determine the validity of proxies and ballots; (4) Count all votes; and (5) Determine the result.
(1) Ascertain the number of members and their voting power;
(2) Determine the members present at a meeting;
(3) Determine the validity of proxies and ballots;
(4) Count all votes; and
(5) Determine the result.
(c) An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting shall not be an inspector.
Added by 2014 Tenn. Acts, ch. 899,s 28, eff. 1/1/2015.