Tenn. Code Ann. § 48-58-703 — TN Code / Title 48 / Chapter 58 / Section 48-58-703
When director's or officer's action respecting conflicting interest transaction is effective - Required disclosures - Quorum
Status: in_force

(a) Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-58-702 if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director or officer of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b); provided, that: (1) The qualified directors have deliberated and voted without the participation by any other director; and (2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either: (A) The committee was composed of all the qualified directors on the board of directors; or (B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board. (b) Notwithstanding subsection (a), when a transaction is a director's or officer's conflicting interest transaction only because a related person described in § 48-58-701(7)(E) or (7)(F) is a part to or has a material financial interest in the transaction, the conflicted director or officer is not obligated to make required disclosure to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director or officer discloses to the qualified directors voting on the transaction: (1) All the information required to be disclosed that is not so violative; (2) The existence and nature of the director's or officer's conflicting interest; and (3) The nature of the conflicted director's or officer's duty not to disclose the confidential information. (c) (1) A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. (2) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate. Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
(a) Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-58-702 if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director or officer of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b); provided, that: (1) The qualified directors have deliberated and voted without the participation by any other director; and (2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either: (A) The committee was composed of all the qualified directors on the board of directors; or (B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(1) The qualified directors have deliberated and voted without the participation by any other director; and
(2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either: (A) The committee was composed of all the qualified directors on the board of directors; or (B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(A) The committee was composed of all the qualified directors on the board of directors; or
(B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) Notwithstanding subsection (a), when a transaction is a director's or officer's conflicting interest transaction only because a related person described in § 48-58-701(7)(E) or (7)(F) is a part to or has a material financial interest in the transaction, the conflicted director or officer is not obligated to make required disclosure to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director or officer discloses to the qualified directors voting on the transaction: (1) All the information required to be disclosed that is not so violative; (2) The existence and nature of the director's or officer's conflicting interest; and (3) The nature of the conflicted director's or officer's duty not to disclose the confidential information.
(1) All the information required to be disclosed that is not so violative;
(2) The existence and nature of the director's or officer's conflicting interest; and
(3) The nature of the conflicted director's or officer's duty not to disclose the confidential information.
(c) (1) A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. (2) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
(1) A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.
(2) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
Tenn. Code Ann. § 48-58-506 — TN Code / Title 48 / Chapter 58 / Section 48-58-506
Determination and authorization of indemnification
Status: in_force

(a) A corporation may not indemnify a director who is not a qualified director under § 48-58-502 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in § 48-58-502 . (b) The determination shall be made by: (1) The board of directors by majority vote of a quorum consisting of directors whether or not at the time are parties to the proceeding; (2) If a quorum cannot be obtained under subdivision (b)(1), majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceedings; (3) Independent special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or (B) If a quorum of the board cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); (4) The members, but directors who are at the time parties to the proceeding may not vote on the determination; or (5) Qualified directors as provided in § 48-58-703 . (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by independent special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) to select counsel. Amended by 2014 Tenn. Acts, ch. 899,Secs.s50, s51 eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 49, eff. 1/1/2015. Acts 1987, ch. 242, § 8.55.
(a) A corporation may not indemnify a director who is not a qualified director under § 48-58-502 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in § 48-58-502 .
(b) The determination shall be made by: (1) The board of directors by majority vote of a quorum consisting of directors whether or not at the time are parties to the proceeding; (2) If a quorum cannot be obtained under subdivision (b)(1), majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceedings; (3) Independent special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or (B) If a quorum of the board cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); (4) The members, but directors who are at the time parties to the proceeding may not vote on the determination; or (5) Qualified directors as provided in § 48-58-703 .
(1) The board of directors by majority vote of a quorum consisting of directors whether or not at the time are parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (b)(1), majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceedings;
(3) Independent special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or (B) If a quorum of the board cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate);
(A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or
(B) If a quorum of the board cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate);
(4) The members, but directors who are at the time parties to the proceeding may not vote on the determination; or
(5) Qualified directors as provided in § 48-58-703 .
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by independent special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) to select counsel.
Amended by 2014 Tenn. Acts, ch. 899,Secs.s50, s51 eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 49, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.55.
Tenn. Code Ann. § 48-209-101 — TN Code / Title 48 / Chapter 209 / Section 48-209-101
Authority to amend
Status: in_force

(a) An LLC may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. (b) A member of an LLC does not have a vested property right resulting from any provision in the articles or operating agreement, including provisions relating to management, control, capital structure, distribution entitlement or purpose or duration of the LLC. Acts 1994, ch. 868, § 1.
(a) An LLC may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
(b) A member of an LLC does not have a vested property right resulting from any provision in the articles or operating agreement, including provisions relating to management, control, capital structure, distribution entitlement or purpose or duration of the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-308 — TN Code / Title 48 / Chapter 101 / Section 48-101-308
Powers of corporations
Status: in_force

(a) The corporation has the following powers, together with all powers incidental thereto or necessary for the performance of those hereinafter stated, to: (1) Have succession by its corporate name for the period specified in the certificate of incorporation, unless sooner dissolved as hereinafter provided; (2) Sue and be sued and prosecute and defend, at law or in equity, in any court having jurisdiction of the subject matter and of the parties; (3) Have and use a corporate seal and alter the same at pleasure; (4) Acquire, whether by purchase, construction, exchange, gift, lease, or otherwise, and improve, maintain, extend, equip and furnish one (1) or more projects, which projects may be either within or without the corporate limits of the municipality with respect to which the corporation was organized, including all real and personal properties which the board of directors of the corporation may deem necessary in connection therewith and regardless of whether or not any such projects shall then be in existence; (5) Finance or undertake one (1) or more projects, which may be located in one (1) or more municipalities in this state or outside this state, for one (1) or more institutions described in § 48-101-301 . However: (A) No project located in this state, but outside the corporate limits of the municipality with respect to which the corporation was organized, may be financed or undertaken except after the approval of the financing or undertaking thereof by appropriate resolution duly adopted by either: (i) A corporation organized pursuant to this part by any municipality within the corporate limits of which the project is located; or (ii) The governing body of any municipality within the corporate limits of which the project is located; and (B) No project located outside this state may be financed or undertaken unless the hospital institution or institution of higher education for which the project is financed or undertaken maintains its principal place of business in this state prior to issuance of the debt and throughout the entire life of the debt; (6) Lease to a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or a housing facility, one (1) or more projects upon such terms and conditions as the board of directors shall deem proper and charge and collect rent therefor and terminate any such lease upon the failure of the lessee to comply with any of the obligations thereof; and include in any such lease, if desired, provisions that the lessee thereof shall have options to renew the term of the lease for such period or periods and at such rent as shall be determined by the board of directors of the corporation and/or to purchase any or all of its projects or that, upon payment of all of the indebtedness of the corporation, it may lease or convey any or all of its projects to the lessees thereof with or without consideration; (7) Sell to a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or a housing facility or educational institution for individuals with physical and/or intellectual disability, one (1) or more projects for such payments and upon such terms and conditions as the board of directors of the corporation may deem advisable in accordance with sale contracts entered into pursuant to this part; (8) Enter into loan agreements with a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or educational institutions for individuals with physical and/or intellectual disability or a housing facility with respect to one (1) or more projects for such payments and upon such terms and conditions as the board of directors of the corporation may deem advisable in accordance with this part; (9) Sell, exchange, donate and convey any or all of its properties whenever its board of directors shall find any such action to be in furtherance of the purposes for which the corporation was organized; (10) Borrow money and issue its bonds for the purpose of carrying out any of its powers; (11) As security for the payment of the principal of and interest on any bonds so issued and any agreements made in connection therewith, mortgage and pledge any or all of its projects or any part or parts thereof, whether then owned or thereafter acquired, and pledge the revenues and receipts therefrom or from any thereof, and/or assign and pledge all or any part of its interest in and rights under the leases, sale contracts or loan agreements relating thereto or to any thereof; (12) Employ and pay compensation to such employees and agents, including attorneys, as the board of directors shall deem necessary for the business of the corporation; (13) Exercise all powers expressly given in its certificate of incorporation and establish bylaws and make all rules and regulations not inconsistent with the certificate of incorporation or this part, deemed expedient for the management of the corporation's affairs; and (14) Provide information in accordance with § 9-21-134 . (b) The corporation does not have power to operate any project financed under this part as a business or in any manner except as specifically provided in this part. Amended by 2015 Tenn. Acts, ch. 91,s 1, eff. 4/9/2015. Acts 1969, ch. 333, § 8; 1975, ch. 29, § 4; 1976, ch. 514, § 3; 1982, ch. 629, §§ 2, 3; 1982, ch. 947, § 6; 1983, ch. 76, §§ 2, 3; T.C.A., § 48-1908; Acts 1990, ch. 704, § 1; T.C.A., § 48-3-308; Acts 2010, ch. 977, § 3; 2011, ch. 158, § 23.
(a) The corporation has the following powers, together with all powers incidental thereto or necessary for the performance of those hereinafter stated, to: (1) Have succession by its corporate name for the period specified in the certificate of incorporation, unless sooner dissolved as hereinafter provided; (2) Sue and be sued and prosecute and defend, at law or in equity, in any court having jurisdiction of the subject matter and of the parties; (3) Have and use a corporate seal and alter the same at pleasure; (4) Acquire, whether by purchase, construction, exchange, gift, lease, or otherwise, and improve, maintain, extend, equip and furnish one (1) or more projects, which projects may be either within or without the corporate limits of the municipality with respect to which the corporation was organized, including all real and personal properties which the board of directors of the corporation may deem necessary in connection therewith and regardless of whether or not any such projects shall then be in existence; (5) Finance or undertake one (1) or more projects, which may be located in one (1) or more municipalities in this state or outside this state, for one (1) or more institutions described in § 48-101-301 . However: (A) No project located in this state, but outside the corporate limits of the municipality with respect to which the corporation was organized, may be financed or undertaken except after the approval of the financing or undertaking thereof by appropriate resolution duly adopted by either: (i) A corporation organized pursuant to this part by any municipality within the corporate limits of which the project is located; or (ii) The governing body of any municipality within the corporate limits of which the project is located; and (B) No project located outside this state may be financed or undertaken unless the hospital institution or institution of higher education for which the project is financed or undertaken maintains its principal place of business in this state prior to issuance of the debt and throughout the entire life of the debt; (6) Lease to a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or a housing facility, one (1) or more projects upon such terms and conditions as the board of directors shall deem proper and charge and collect rent therefor and terminate any such lease upon the failure of the lessee to comply with any of the obligations thereof; and include in any such lease, if desired, provisions that the lessee thereof shall have options to renew the term of the lease for such period or periods and at such rent as shall be determined by the board of directors of the corporation and/or to purchase any or all of its projects or that, upon payment of all of the indebtedness of the corporation, it may lease or convey any or all of its projects to the lessees thereof with or without consideration; (7) Sell to a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or a housing facility or educational institution for individuals with physical and/or intellectual disability, one (1) or more projects for such payments and upon such terms and conditions as the board of directors of the corporation may deem advisable in accordance with sale contracts entered into pursuant to this part; (8) Enter into loan agreements with a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or educational institutions for individuals with physical and/or intellectual disability or a housing facility with respect to one (1) or more projects for such payments and upon such terms and conditions as the board of directors of the corporation may deem advisable in accordance with this part; (9) Sell, exchange, donate and convey any or all of its properties whenever its board of directors shall find any such action to be in furtherance of the purposes for which the corporation was organized; (10) Borrow money and issue its bonds for the purpose of carrying out any of its powers; (11) As security for the payment of the principal of and interest on any bonds so issued and any agreements made in connection therewith, mortgage and pledge any or all of its projects or any part or parts thereof, whether then owned or thereafter acquired, and pledge the revenues and receipts therefrom or from any thereof, and/or assign and pledge all or any part of its interest in and rights under the leases, sale contracts or loan agreements relating thereto or to any thereof; (12) Employ and pay compensation to such employees and agents, including attorneys, as the board of directors shall deem necessary for the business of the corporation; (13) Exercise all powers expressly given in its certificate of incorporation and establish bylaws and make all rules and regulations not inconsistent with the certificate of incorporation or this part, deemed expedient for the management of the corporation's affairs; and (14) Provide information in accordance with § 9-21-134 .
(1) Have succession by its corporate name for the period specified in the certificate of incorporation, unless sooner dissolved as hereinafter provided;
(2) Sue and be sued and prosecute and defend, at law or in equity, in any court having jurisdiction of the subject matter and of the parties;
(3) Have and use a corporate seal and alter the same at pleasure;
(4) Acquire, whether by purchase, construction, exchange, gift, lease, or otherwise, and improve, maintain, extend, equip and furnish one (1) or more projects, which projects may be either within or without the corporate limits of the municipality with respect to which the corporation was organized, including all real and personal properties which the board of directors of the corporation may deem necessary in connection therewith and regardless of whether or not any such projects shall then be in existence;
(5) Finance or undertake one (1) or more projects, which may be located in one (1) or more municipalities in this state or outside this state, for one (1) or more institutions described in § 48-101-301 . However: (A) No project located in this state, but outside the corporate limits of the municipality with respect to which the corporation was organized, may be financed or undertaken except after the approval of the financing or undertaking thereof by appropriate resolution duly adopted by either: (i) A corporation organized pursuant to this part by any municipality within the corporate limits of which the project is located; or (ii) The governing body of any municipality within the corporate limits of which the project is located; and (B) No project located outside this state may be financed or undertaken unless the hospital institution or institution of higher education for which the project is financed or undertaken maintains its principal place of business in this state prior to issuance of the debt and throughout the entire life of the debt;
(A) No project located in this state, but outside the corporate limits of the municipality with respect to which the corporation was organized, may be financed or undertaken except after the approval of the financing or undertaking thereof by appropriate resolution duly adopted by either: (i) A corporation organized pursuant to this part by any municipality within the corporate limits of which the project is located; or (ii) The governing body of any municipality within the corporate limits of which the project is located; and
(i) A corporation organized pursuant to this part by any municipality within the corporate limits of which the project is located; or
(ii) The governing body of any municipality within the corporate limits of which the project is located; and
(B) No project located outside this state may be financed or undertaken unless the hospital institution or institution of higher education for which the project is financed or undertaken maintains its principal place of business in this state prior to issuance of the debt and throughout the entire life of the debt;
(6) Lease to a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or a housing facility, one (1) or more projects upon such terms and conditions as the board of directors shall deem proper and charge and collect rent therefor and terminate any such lease upon the failure of the lessee to comply with any of the obligations thereof; and include in any such lease, if desired, provisions that the lessee thereof shall have options to renew the term of the lease for such period or periods and at such rent as shall be determined by the board of directors of the corporation and/or to purchase any or all of its projects or that, upon payment of all of the indebtedness of the corporation, it may lease or convey any or all of its projects to the lessees thereof with or without consideration;
(7) Sell to a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or a housing facility or educational institution for individuals with physical and/or intellectual disability, one (1) or more projects for such payments and upon such terms and conditions as the board of directors of the corporation may deem advisable in accordance with sale contracts entered into pursuant to this part;
(8) Enter into loan agreements with a hospital institution, clinic, not for profit blood bank or blood center, or an institution for higher education or educational institutions for individuals with physical and/or intellectual disability or a housing facility with respect to one (1) or more projects for such payments and upon such terms and conditions as the board of directors of the corporation may deem advisable in accordance with this part;
(9) Sell, exchange, donate and convey any or all of its properties whenever its board of directors shall find any such action to be in furtherance of the purposes for which the corporation was organized;
(10) Borrow money and issue its bonds for the purpose of carrying out any of its powers;
(11) As security for the payment of the principal of and interest on any bonds so issued and any agreements made in connection therewith, mortgage and pledge any or all of its projects or any part or parts thereof, whether then owned or thereafter acquired, and pledge the revenues and receipts therefrom or from any thereof, and/or assign and pledge all or any part of its interest in and rights under the leases, sale contracts or loan agreements relating thereto or to any thereof;
(12) Employ and pay compensation to such employees and agents, including attorneys, as the board of directors shall deem necessary for the business of the corporation;
(13) Exercise all powers expressly given in its certificate of incorporation and establish bylaws and make all rules and regulations not inconsistent with the certificate of incorporation or this part, deemed expedient for the management of the corporation's affairs; and
(14) Provide information in accordance with § 9-21-134 .
(b) The corporation does not have power to operate any project financed under this part as a business or in any manner except as specifically provided in this part.
Amended by 2015 Tenn. Acts, ch. 91,s 1, eff. 4/9/2015.
Acts 1969, ch. 333, § 8; 1975, ch. 29, § 4; 1976, ch. 514, § 3; 1982, ch. 629, §§ 2, 3; 1982, ch. 947, § 6; 1983, ch. 76, §§ 2, 3; T.C.A., § 48-1908; Acts 1990, ch. 704, § 1; T.C.A., § 48-3-308; Acts 2010, ch. 977, § 3; 2011, ch. 158, § 23.
Tenn. Code Ann. § 48-249-910 — TN Code / Title 48 / Chapter 249 / Section 48-249-910
Reinstatement following administrative revocation
Status: in_force

(a) Application for reinstatement. A foreign LLC whose certificate of authority is administratively revoked under § 48-249-909 may apply to the secretary of state for reinstatement. The application shall: (1) State the name of the foreign LLC at its date of administrative revocation; (2) State that the ground or grounds for revocation either did not exist or have been eliminated; and (3) State a name for the foreign LLC that satisfies the requirements of § 48-249-903 . (b) Certificate of Reinstatement. (1) If the secretary of state determines that the application: (A) Is accompanied by a confirmation of good standing relative to such foreign LLC; and (B) Contains the information required by subsection (a), and that the information is correct; then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail. (2) If the foreign LLC name in subdivision (a)(3) is different from the foreign LLC name in subdivision (a)(1), the application for reinstatement shall constitute an amendment to the foreign LLC's certificate of authority, insofar as it pertains to the foreign LLC's name. (c) Relation Back of Reinstatement. When the reinstatement is effective, it relates back to, and takes effect as of, the effective date of the administrative revocation, and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 45.
(a) Application for reinstatement. A foreign LLC whose certificate of authority is administratively revoked under § 48-249-909 may apply to the secretary of state for reinstatement. The application shall: (1) State the name of the foreign LLC at its date of administrative revocation; (2) State that the ground or grounds for revocation either did not exist or have been eliminated; and (3) State a name for the foreign LLC that satisfies the requirements of § 48-249-903 .
(1) State the name of the foreign LLC at its date of administrative revocation;
(2) State that the ground or grounds for revocation either did not exist or have been eliminated; and
(3) State a name for the foreign LLC that satisfies the requirements of § 48-249-903 .
(b) Certificate of Reinstatement. (1) If the secretary of state determines that the application: (A) Is accompanied by a confirmation of good standing relative to such foreign LLC; and (B) Contains the information required by subsection (a), and that the information is correct; then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail. (2) If the foreign LLC name in subdivision (a)(3) is different from the foreign LLC name in subdivision (a)(1), the application for reinstatement shall constitute an amendment to the foreign LLC's certificate of authority, insofar as it pertains to the foreign LLC's name.
(1) If the secretary of state determines that the application: (A) Is accompanied by a confirmation of good standing relative to such foreign LLC; and (B) Contains the information required by subsection (a), and that the information is correct; then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail.
(A) Is accompanied by a confirmation of good standing relative to such foreign LLC; and
(B) Contains the information required by subsection (a), and that the information is correct; then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail.
then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail.
(2) If the foreign LLC name in subdivision (a)(3) is different from the foreign LLC name in subdivision (a)(1), the application for reinstatement shall constitute an amendment to the foreign LLC's certificate of authority, insofar as it pertains to the foreign LLC's name.
(c) Relation Back of Reinstatement. When the reinstatement is effective, it relates back to, and takes effect as of, the effective date of the administrative revocation, and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 45.
Tenn. Code Ann. § 48-24-101 — TN Code / Title 48 / Chapter 24 / Section 48-24-101
Dissolution by incorporators or initial directors
Status: in_force

(a) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) Either that: (A) None of the corporation's shares has been issued; or (B) The corporation has not commenced business; (4) That no debt of the corporation remains unpaid; (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (6) That a majority of the incorporators or initial directors authorized the dissolution and the date dissolution was thus authorized. (b) If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1986, ch. 887, § 14.01; 1989, ch. 451, § 18; 2010, ch. 741, § 3.
(a) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) Either that: (A) None of the corporation's shares has been issued; or (B) The corporation has not commenced business; (4) That no debt of the corporation remains unpaid; (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (6) That a majority of the incorporators or initial directors authorized the dissolution and the date dissolution was thus authorized.
(1) The name of the corporation;
(2) The date of its incorporation;
(3) Either that: (A) None of the corporation's shares has been issued; or (B) The corporation has not commenced business;
(A) None of the corporation's shares has been issued; or
(B) The corporation has not commenced business;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) That a majority of the incorporators or initial directors authorized the dissolution and the date dissolution was thus authorized.
(b) If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1986, ch. 887, § 14.01; 1989, ch. 451, § 18; 2010, ch. 741, § 3.
Tenn. Code Ann. § 48-11-402 — TN Code / Title 48 / Chapter 11 / Section 48-11-402
Deputies of secretary of state
Status: in_force

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 11-27 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy. Acts 1986, ch. 887, § 1.41.
An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 11-27 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy.
Acts 1986, ch. 887, § 1.41.
Tenn. Code Ann. § 48-63-102 — TN Code / Title 48 / Chapter 63 / Section 48-63-102
Purchase of memberships-Authorized distributions
Status: in_force

(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed: (1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and (2) The corporation's total assets would at least equal the sum of its total liabilities. (b) A public benefit corporation may make distributions to its members who are public benefit corporations if the distributions are in conformity with its charitable purposes. (c) A public benefit corporation and a mutual benefit corporation may make distributions upon dissolution in conformity with chapter 64 of this title. Amended by 2014 Tenn. Acts, ch. 899, s 76, eff. 1/1/2015. Acts 1987, ch. 242, § 13.02.
(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed: (1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and (2) The corporation's total assets would at least equal the sum of its total liabilities.
(1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2) The corporation's total assets would at least equal the sum of its total liabilities.
(b) A public benefit corporation may make distributions to its members who are public benefit corporations if the distributions are in conformity with its charitable purposes.
(c) A public benefit corporation and a mutual benefit corporation may make distributions upon dissolution in conformity with chapter 64 of this title.
Amended by 2014 Tenn. Acts, ch. 899, s 76, eff. 1/1/2015.
Acts 1987, ch. 242, § 13.02.
Tenn. Code Ann. § 48-11-202 — TN Code / Title 48 / Chapter 11 / Section 48-11-202
General notice requirements
Status: in_force

(a) Notice under chapters 11-27 of this title must be in writing unless oral notice is reasonable in the circumstances and not prohibited by the charter or bylaws. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under chapters 11-27 of this title must be in English. (b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication. (c) Notice or other communication to a domestic or foreign corporation (authorized to transact business in this state) may be delivered to its registered agent at its registered office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office) or to the secretary of the corporation at its principal office shown in its most recent annual report (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the corporation's principal office) or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (d) Notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j). (e) (1) Any consent under subsection (d) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: (A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with such consent; and (B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication. (2) The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. (f) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and (2) It is in a form capable of being processed by that system. (g) Receipt of an electronic acknowledgement from an information processing system described in subdivision (f)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received. (h) An electronic transmission is received under this section even if no individual is aware of its receipt. (i) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (1) If in a physical form, the earliest of when it is actually received, or when it is left at: (A) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under § 48-26-101(c) ; (B) A director's residence or usual place of business; or (C) The corporation's principal place of business; (2) If mailed first class postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail; (3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of when it is actually received, or: (A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (B) Five (5) days after it is deposited in the United States mail; (4) If an electronic transmission, when it is received as provided in subsection (f); or (5) If oral, when communicated, if communicated in a comprehensible manner. (j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: (1) The electronic transmission is otherwise retrievable in perceivable form; and (2) The sender and the recipient have consented in writing to the use of such form of electronic transmission. (k) If chapters 11-27 of this title prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If the charter or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of chapters 11-27 of this title, those requirements govern. The charter or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission. Acts 1986, ch. 887, § 1.21; 1987, ch. 273, §§ 5, 6; 1994, ch. 776, § 3; 2012, ch. 1051, § 7.
(a) Notice under chapters 11-27 of this title must be in writing unless oral notice is reasonable in the circumstances and not prohibited by the charter or bylaws. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under chapters 11-27 of this title must be in English.
(b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
(c) Notice or other communication to a domestic or foreign corporation (authorized to transact business in this state) may be delivered to its registered agent at its registered office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office) or to the secretary of the corporation at its principal office shown in its most recent annual report (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the corporation's principal office) or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
(d) Notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j).
(e) (1) Any consent under subsection (d) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: (A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with such consent; and (B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication. (2) The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(1) Any consent under subsection (d) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: (A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with such consent; and (B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication.
(A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with such consent; and
(B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication.
(2) The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(f) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and (2) It is in a form capable of being processed by that system.
(1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and
(2) It is in a form capable of being processed by that system.
(g) Receipt of an electronic acknowledgement from an information processing system described in subdivision (f)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(h) An electronic transmission is received under this section even if no individual is aware of its receipt.
(i) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (1) If in a physical form, the earliest of when it is actually received, or when it is left at: (A) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under § 48-26-101(c) ; (B) A director's residence or usual place of business; or (C) The corporation's principal place of business; (2) If mailed first class postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail; (3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of when it is actually received, or: (A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (B) Five (5) days after it is deposited in the United States mail; (4) If an electronic transmission, when it is received as provided in subsection (f); or (5) If oral, when communicated, if communicated in a comprehensible manner.
(1) If in a physical form, the earliest of when it is actually received, or when it is left at: (A) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under § 48-26-101(c) ; (B) A director's residence or usual place of business; or (C) The corporation's principal place of business;
(A) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under § 48-26-101(c) ;
(B) A director's residence or usual place of business; or
(C) The corporation's principal place of business;
(2) If mailed first class postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail;
(3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of when it is actually received, or: (A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (B) Five (5) days after it is deposited in the United States mail;
(A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or
(B) Five (5) days after it is deposited in the United States mail;
(4) If an electronic transmission, when it is received as provided in subsection (f); or
(5) If oral, when communicated, if communicated in a comprehensible manner.
(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: (1) The electronic transmission is otherwise retrievable in perceivable form; and (2) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(1) The electronic transmission is otherwise retrievable in perceivable form; and
(2) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(k) If chapters 11-27 of this title prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If the charter or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of chapters 11-27 of this title, those requirements govern. The charter or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.
Acts 1986, ch. 887, § 1.21; 1987, ch. 273, §§ 5, 6; 1994, ch. 776, § 3; 2012, ch. 1051, § 7.
Tenn. Code Ann. § 48-249-706 — TN Code / Title 48 / Chapter 249 / Section 48-249-706
Contractual appraisal rights
Status: in_force

The LLC documents, or an agreement or plan of merger, may provide that contractual appraisal rights, with respect to a membership interest, financial rights or another interest in the LLC, shall be available for any class or group of members or holders of financial rights in the LLC, in connection with any amendment of the LLC documents, any merger in which the LLC is a constituent party to the merger, any conversion of the LLC to another entity, any sale, lease, transfer or other disposition by the LLC of all or substantially all of its property and assets not in the usual and regular course of business, or any other action or event affecting the LLC. Acts 2005, ch. 286, § 1.
The LLC documents, or an agreement or plan of merger, may provide that contractual appraisal rights, with respect to a membership interest, financial rights or another interest in the LLC, shall be available for any class or group of members or holders of financial rights in the LLC, in connection with any amendment of the LLC documents, any merger in which the LLC is a constituent party to the merger, any conversion of the LLC to another entity, any sale, lease, transfer or other disposition by the LLC of all or substantially all of its property and assets not in the usual and regular course of business, or any other action or event affecting the LLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-12-107 — TN Code / Title 48 / Chapter 12 / Section 48-12-107
Emergency bylaws
Status: in_force

(a) Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. Acts 1986, ch. 887, § 2.07; 1987, ch. 273, § 23; 2012, ch. 1051, § 19.
(a) Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors.
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Acts 1986, ch. 887, § 2.07; 1987, ch. 273, § 23; 2012, ch. 1051, § 19.
Tenn. Code Ann. § 48-249-309 — TN Code / Title 48 / Chapter 249 / Section 48-249-309
Series of members, holders, managers, directors, membership interests or financial rights
Status: in_force

(a) Establishment of series. The LLC documents may establish, or provide for the establishment of, one (1) or more designated series of members, holders, managers, directors, membership interests or financial rights having separate rights, powers or duties, with respect to specified property or obligations of the LLC, or profits and losses associated with specified property or obligations, and any such series may have a separate business purpose or investment objective. (b) Separateness of series. (1) Notwithstanding anything to the contrary set forth in this chapter, or under other applicable law, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing, with respect to a particular series established under subsection (a), shall be enforceable against the assets of such series only, and not against the assets of the LLC generally, or any other series of the LLC, and, unless otherwise provided in the LLC documents, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the LLC generally, or any other series of the LLC, shall be enforceable against the assets of such series, in the event that: (A) The LLC documents establish or provide for the establishment of one (1) or more series; (B) Separate and distinct records are maintained for any such series, and the assets associated with any such series are reflected and held in such separate and distinct records, directly or indirectly, including through a nominee or otherwise, and accounted for in such separate and distinct records separately from the other assets of the LLC and the assets of any other series of the LLC; and (C) Notice of the limitation on liabilities of a series, as referenced in this subsection (b) is set forth in the articles of the LLC. (2) Notice in the articles of the limitation on liabilities of a series as provided in this subsection (b) shall be sufficient for all purposes of this chapter, whether or not the LLC has established any series, when such notice is included in the articles, and there shall be no requirement that any specific series of the LLC be referenced in such notice. The fact that articles that contain the notice of the limitation on liabilities of a series is on file with the secretary of state shall constitute notice of such limitation on liabilities of a series. (c) Voluntary personal liability. Notwithstanding § 48-249-114(a) , a member may agree to be liable for all of the debts, liabilities and obligations of one (1) or more specified series of an LLC, by provision in the articles with respect to such specified series in the manner set forth in § 48-249-114(f) . Such provision in the articles with respect to one (1) or more specified series of an LLC shall not cause the member to be liable for the debts, liabilities and obligations of any of the other series of the LLC. (d) Classification of interests and voting rights. The LLC documents may include the provisions authorized under § 48-249-303(a) or (b) , or both, as to the directors, members, managers or holders of financial rights associated with a particular series, as if the series were a separate LLC. (e) Distributions. Sections 48-249-304 - 48-249-306 shall apply to a series of an LLC, as if the series were a separate LLC. (f) Management duties; admission of members; transfer. Parts 4 and 5 of this chapter shall apply to a series of an LLC, as if the series were a separate LLC. (g) Termination. A series of an LLC may be terminated and its affairs wound up without causing the dissolution of the LLC or the termination of any other series of the LLC and without affecting the limitation on liability of the terminated series or any other series of the LLC. All provisions of this chapter regarding dissolution or winding up of an LLC, including the rights of members, directors or managers to cause a dissolution of an LLC, shall apply to a series of an LLC, as if the series were a separate LLC. (h) Events of termination. A series of an LLC shall be terminated and its affairs shall be wound up upon the occurrence of the same events or reasons as are provided in this chapter for an LLC. (i) Series of foreign LLCs. If a foreign LLC that is applying for a certificate of authority to transact business in this state, or is authorized to transact business in this state, is governed by articles, an operating agreement or similar equivalent documents that establish or provide for the establishment of designated series of members, directors, managers or interests having separate rights, powers or duties with respect to specified property or obligations of the foreign LLC or profits and losses associated with specified property or obligations, that fact shall be so stated in the foreign LLC's application for a certificate of authority to transact business in this state, or an amendment of such certificate of authority. In addition, the foreign LLC shall state in such application or amendment, as applicable, whether the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series, if any, shall be enforceable against the assets of such series only, and not against the assets of the foreign LLC generally or any other series of the foreign LLC, and, unless otherwise provided in such application or amendment, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign LLC generally, or any other series of the foreign LLC, shall be enforceable against the assets of such series. (j) Notwithstanding any provision of this chapter to the contrary, a series of an LLC may, in its own name: (1) Contract; (2) Hold title to assets, including real, personal, and intangible property; (3) Grant liens and security interests; and (4) Sue and be sued. Amended by 2018 Tenn. Acts, ch. 759,s 1, eff. 4/18/2018. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 27.
(a) Establishment of series. The LLC documents may establish, or provide for the establishment of, one (1) or more designated series of members, holders, managers, directors, membership interests or financial rights having separate rights, powers or duties, with respect to specified property or obligations of the LLC, or profits and losses associated with specified property or obligations, and any such series may have a separate business purpose or investment objective.
(b) Separateness of series. (1) Notwithstanding anything to the contrary set forth in this chapter, or under other applicable law, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing, with respect to a particular series established under subsection (a), shall be enforceable against the assets of such series only, and not against the assets of the LLC generally, or any other series of the LLC, and, unless otherwise provided in the LLC documents, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the LLC generally, or any other series of the LLC, shall be enforceable against the assets of such series, in the event that: (A) The LLC documents establish or provide for the establishment of one (1) or more series; (B) Separate and distinct records are maintained for any such series, and the assets associated with any such series are reflected and held in such separate and distinct records, directly or indirectly, including through a nominee or otherwise, and accounted for in such separate and distinct records separately from the other assets of the LLC and the assets of any other series of the LLC; and (C) Notice of the limitation on liabilities of a series, as referenced in this subsection (b) is set forth in the articles of the LLC. (2) Notice in the articles of the limitation on liabilities of a series as provided in this subsection (b) shall be sufficient for all purposes of this chapter, whether or not the LLC has established any series, when such notice is included in the articles, and there shall be no requirement that any specific series of the LLC be referenced in such notice. The fact that articles that contain the notice of the limitation on liabilities of a series is on file with the secretary of state shall constitute notice of such limitation on liabilities of a series.
(1) Notwithstanding anything to the contrary set forth in this chapter, or under other applicable law, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing, with respect to a particular series established under subsection (a), shall be enforceable against the assets of such series only, and not against the assets of the LLC generally, or any other series of the LLC, and, unless otherwise provided in the LLC documents, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the LLC generally, or any other series of the LLC, shall be enforceable against the assets of such series, in the event that: (A) The LLC documents establish or provide for the establishment of one (1) or more series; (B) Separate and distinct records are maintained for any such series, and the assets associated with any such series are reflected and held in such separate and distinct records, directly or indirectly, including through a nominee or otherwise, and accounted for in such separate and distinct records separately from the other assets of the LLC and the assets of any other series of the LLC; and (C) Notice of the limitation on liabilities of a series, as referenced in this subsection (b) is set forth in the articles of the LLC.
(A) The LLC documents establish or provide for the establishment of one (1) or more series;
(B) Separate and distinct records are maintained for any such series, and the assets associated with any such series are reflected and held in such separate and distinct records, directly or indirectly, including through a nominee or otherwise, and accounted for in such separate and distinct records separately from the other assets of the LLC and the assets of any other series of the LLC; and
(C) Notice of the limitation on liabilities of a series, as referenced in this subsection (b) is set forth in the articles of the LLC.
(2) Notice in the articles of the limitation on liabilities of a series as provided in this subsection (b) shall be sufficient for all purposes of this chapter, whether or not the LLC has established any series, when such notice is included in the articles, and there shall be no requirement that any specific series of the LLC be referenced in such notice. The fact that articles that contain the notice of the limitation on liabilities of a series is on file with the secretary of state shall constitute notice of such limitation on liabilities of a series.
(c) Voluntary personal liability. Notwithstanding § 48-249-114(a) , a member may agree to be liable for all of the debts, liabilities and obligations of one (1) or more specified series of an LLC, by provision in the articles with respect to such specified series in the manner set forth in § 48-249-114(f) . Such provision in the articles with respect to one (1) or more specified series of an LLC shall not cause the member to be liable for the debts, liabilities and obligations of any of the other series of the LLC.
(d) Classification of interests and voting rights. The LLC documents may include the provisions authorized under § 48-249-303(a) or (b) , or both, as to the directors, members, managers or holders of financial rights associated with a particular series, as if the series were a separate LLC.
(e) Distributions. Sections 48-249-304 - 48-249-306 shall apply to a series of an LLC, as if the series were a separate LLC.
(f) Management duties; admission of members; transfer. Parts 4 and 5 of this chapter shall apply to a series of an LLC, as if the series were a separate LLC.
(g) Termination. A series of an LLC may be terminated and its affairs wound up without causing the dissolution of the LLC or the termination of any other series of the LLC and without affecting the limitation on liability of the terminated series or any other series of the LLC. All provisions of this chapter regarding dissolution or winding up of an LLC, including the rights of members, directors or managers to cause a dissolution of an LLC, shall apply to a series of an LLC, as if the series were a separate LLC.
(h) Events of termination. A series of an LLC shall be terminated and its affairs shall be wound up upon the occurrence of the same events or reasons as are provided in this chapter for an LLC.
(i) Series of foreign LLCs. If a foreign LLC that is applying for a certificate of authority to transact business in this state, or is authorized to transact business in this state, is governed by articles, an operating agreement or similar equivalent documents that establish or provide for the establishment of designated series of members, directors, managers or interests having separate rights, powers or duties with respect to specified property or obligations of the foreign LLC or profits and losses associated with specified property or obligations, that fact shall be so stated in the foreign LLC's application for a certificate of authority to transact business in this state, or an amendment of such certificate of authority. In addition, the foreign LLC shall state in such application or amendment, as applicable, whether the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series, if any, shall be enforceable against the assets of such series only, and not against the assets of the foreign LLC generally or any other series of the foreign LLC, and, unless otherwise provided in such application or amendment, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign LLC generally, or any other series of the foreign LLC, shall be enforceable against the assets of such series.
(j) Notwithstanding any provision of this chapter to the contrary, a series of an LLC may, in its own name: (1) Contract; (2) Hold title to assets, including real, personal, and intangible property; (3) Grant liens and security interests; and (4) Sue and be sued.
(1) Contract;
(2) Hold title to assets, including real, personal, and intangible property;
(3) Grant liens and security interests; and
(4) Sue and be sued.
Amended by 2018 Tenn. Acts, ch. 759,s 1, eff. 4/18/2018.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 27.
Tenn. Code Ann. § 48-15-103 — TN Code / Title 48 / Chapter 15 / Section 48-15-103
Resignation of registered agent
Status: in_force

(a) A registered agent may resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the registered agent's certification that the registered 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 appointment 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 1986, ch. 887, § 5.03.
(a) A registered agent may resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the registered agent's certification that the registered 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 appointment 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 1986, ch. 887, § 5.03.
Tenn. Code Ann. § 48-65-301 — TN Code / Title 48 / Chapter 65 / Section 48-65-301
Grounds for revocation
Status: in_force

The secretary of state may commence a proceeding under § 48-65-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) The foreign corporation is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign corporation does not inform the secretary of state under § 48-65-108 or § 48-65-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation or discontinuance; (4) An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; (5) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger; (6) The foreign corporation is exceeding the authority conferred upon it by this chapter; (7) The name of a foreign corporation contained in a document filed after January 1, 1988, fails to comply with provisions of § 48-65-106 ; or (8) The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment. Acts 1987, ch. 242, § 15.30; 1989, ch. 445, § 20.
The secretary of state may commence a proceeding under § 48-65-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2) The foreign corporation is without a registered agent or registered office in this state for two (2) months or more;
(3) The foreign corporation does not inform the secretary of state under § 48-65-108 or § 48-65-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation or discontinuance;
(4) An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(5) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger;
(6) The foreign corporation is exceeding the authority conferred upon it by this chapter;
(7) The name of a foreign corporation contained in a document filed after January 1, 1988, fails to comply with provisions of § 48-65-106 ; or
(8) The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment.
Acts 1987, ch. 242, § 15.30; 1989, ch. 445, § 20.
Tenn. Code Ann. § 48-101-706 — TN Code / Title 48 / Chapter 101 / Section 48-101-706
Limitation on tax liability - Annual filings
Status: in_force

Consistent with § 67-4-2007(d) for excise tax purposes and § 67-4-2106(c) for franchise tax purposes, a nonprofit LLC shall be disregarded as an entity separate from the nonprofit corporation that is the sole member of the nonprofit LLC for purposes of all state and local Tennessee taxes. The nonprofit LLC shall file annual reports and other filings with the office of the secretary of state as required of all LLCs. Acts 2001, ch. 418, § 1.
Consistent with § 67-4-2007(d) for excise tax purposes and § 67-4-2106(c) for franchise tax purposes, a nonprofit LLC shall be disregarded as an entity separate from the nonprofit corporation that is the sole member of the nonprofit LLC for purposes of all state and local Tennessee taxes. The nonprofit LLC shall file annual reports and other filings with the office of the secretary of state as required of all LLCs.
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-66-106 — TN Code / Title 48 / Chapter 66 / Section 48-66-106
Notice excused as to members whose prior notices were returned as undeliverable - Reinstatement of notice requirement
Status: in_force

(a) Whenever notice would otherwise be required to be given under any provision of chapters 51-68 of this title to a member, the notice need not be given if notice of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings have been returned undeliverable or could not be delivered. (b) If a member delivers to the nonprofit corporation a notice setting forth the member's then-current address, the requirement that notice be given to that member is reinstated. Added by 2014 Tenn. Acts, ch. 899,s 85, eff. 1/1/2015.
(a) Whenever notice would otherwise be required to be given under any provision of chapters 51-68 of this title to a member, the notice need not be given if notice of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings have been returned undeliverable or could not be delivered.
(b) If a member delivers to the nonprofit corporation a notice setting forth the member's then-current address, the requirement that notice be given to that member is reinstated.
Added by 2014 Tenn. Acts, ch. 899,s 85, eff. 1/1/2015.
Tenn. Code Ann. § 48-52-102 — TN Code / Title 48 / Chapter 52 / Section 48-52-102
Charter
Status: in_force

(a) The charter must set forth: (1) A corporate name for the corporation that satisfies the requirements of § 48-54-101 ; (2) One (1) of the following statements: (A) This corporation is a public benefit corporation; or (B) This corporation is a mutual benefit corporation; (3) If the corporation is a religious corporation, a statement to that effect; (4) The street address and zip code of the corporation's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office; (5) The name, address and zip code of each incorporator; (6) The street address and zip code of the initial principal office, and a mailing address if the United States Postal Service does not deliver to the principal office, of the corporation; (7) A statement that the corporation is not for profit; (8) A statement that the corporation will or will not have members; and (9) Provisions not inconsistent with law regarding the distribution of assets upon dissolution. (b) The charter may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law: (A) Stating the purpose or purposes for which the corporation is organized; (B) Regarding the management of the business and regulating the affairs of the corporation; and (C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and members or any class thereof; (3) (A) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its members; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-58-302 ; (B) (i) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective; (ii) All references in this subsection (b) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-58-101(c) ; (4) Any provision that under chapters 51-68 of this title is required or permitted to be set forth in the bylaws; (5) (A) A provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for: (i) Receipt of a financial benefit to which the director is not entitled; (ii) An intentional infliction of harm; (iii) A violation of § 48-58-302 ; or (iv) An intentional violation of criminal law; and (B) For purposes of subdivision (b)(5)(A): (i) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and (ii) "Proceeding" includes a threatened, pending or completed proceeding; (6) That the liability of a director of a corporation that is not a public benefit corporation may be eliminated or limited by a provision of the charter that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: (A) The amount of a financial benefit received by the director to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 48-58-302 ; or (D) An intentional violation of criminal law. (c) The charter need not set forth any of the corporate powers enumerated in chapters 51-68 of this title. Amended by 2014 Tenn. Acts, ch. 899,Secs.s17, s18, s19 eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 16, eff. 1/1/2015. Acts 1987, ch. 242, § 2.02; 1991, ch. 188, § 2.
(a) The charter must set forth: (1) A corporate name for the corporation that satisfies the requirements of § 48-54-101 ; (2) One (1) of the following statements: (A) This corporation is a public benefit corporation; or (B) This corporation is a mutual benefit corporation; (3) If the corporation is a religious corporation, a statement to that effect; (4) The street address and zip code of the corporation's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office; (5) The name, address and zip code of each incorporator; (6) The street address and zip code of the initial principal office, and a mailing address if the United States Postal Service does not deliver to the principal office, of the corporation; (7) A statement that the corporation is not for profit; (8) A statement that the corporation will or will not have members; and (9) Provisions not inconsistent with law regarding the distribution of assets upon dissolution.
(1) A corporate name for the corporation that satisfies the requirements of § 48-54-101 ;
(2) One (1) of the following statements: (A) This corporation is a public benefit corporation; or (B) This corporation is a mutual benefit corporation;
(A) This corporation is a public benefit corporation; or
(B) This corporation is a mutual benefit corporation;
(3) If the corporation is a religious corporation, a statement to that effect;
(4) The street address and zip code of the corporation's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office;
(5) The name, address and zip code of each incorporator;
(6) The street address and zip code of the initial principal office, and a mailing address if the United States Postal Service does not deliver to the principal office, of the corporation;
(7) A statement that the corporation is not for profit;
(8) A statement that the corporation will or will not have members; and
(9) Provisions not inconsistent with law regarding the distribution of assets upon dissolution.
(b) The charter may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law: (A) Stating the purpose or purposes for which the corporation is organized; (B) Regarding the management of the business and regulating the affairs of the corporation; and (C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and members or any class thereof; (3) (A) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its members; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-58-302 ; (B) (i) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective; (ii) All references in this subsection (b) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-58-101(c) ; (4) Any provision that under chapters 51-68 of this title is required or permitted to be set forth in the bylaws; (5) (A) A provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for: (i) Receipt of a financial benefit to which the director is not entitled; (ii) An intentional infliction of harm; (iii) A violation of § 48-58-302 ; or (iv) An intentional violation of criminal law; and (B) For purposes of subdivision (b)(5)(A): (i) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and (ii) "Proceeding" includes a threatened, pending or completed proceeding; (6) That the liability of a director of a corporation that is not a public benefit corporation may be eliminated or limited by a provision of the charter that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: (A) The amount of a financial benefit received by the director to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 48-58-302 ; or (D) An intentional violation of criminal law.
(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law: (A) Stating the purpose or purposes for which the corporation is organized; (B) Regarding the management of the business and regulating the affairs of the corporation; and (C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and members or any class thereof;
(A) Stating the purpose or purposes for which the corporation is organized;
(B) Regarding the management of the business and regulating the affairs of the corporation; and
(C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and members or any class thereof;
(3) (A) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its members; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-58-302 ; (B) (i) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective; (ii) All references in this subsection (b) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-58-101(c) ;
(A) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its members; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-58-302 ;
(i) For any breach of the director's duty of loyalty to the corporation or its members;
(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii) Under § 48-58-302 ;
(B) (i) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective; (ii) All references in this subsection (b) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-58-101(c) ;
(i) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective;
(ii) All references in this subsection (b) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-58-101(c) ;
(4) Any provision that under chapters 51-68 of this title is required or permitted to be set forth in the bylaws;
(5) (A) A provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for: (i) Receipt of a financial benefit to which the director is not entitled; (ii) An intentional infliction of harm; (iii) A violation of § 48-58-302 ; or (iv) An intentional violation of criminal law; and (B) For purposes of subdivision (b)(5)(A): (i) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and (ii) "Proceeding" includes a threatened, pending or completed proceeding;
(A) A provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for: (i) Receipt of a financial benefit to which the director is not entitled; (ii) An intentional infliction of harm; (iii) A violation of § 48-58-302 ; or (iv) An intentional violation of criminal law; and
(i) Receipt of a financial benefit to which the director is not entitled;
(ii) An intentional infliction of harm;
(iii) A violation of § 48-58-302 ; or
(iv) An intentional violation of criminal law; and
(B) For purposes of subdivision (b)(5)(A): (i) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and (ii) "Proceeding" includes a threatened, pending or completed proceeding;
(i) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and
(ii) "Proceeding" includes a threatened, pending or completed proceeding;
(6) That the liability of a director of a corporation that is not a public benefit corporation may be eliminated or limited by a provision of the charter that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: (A) The amount of a financial benefit received by the director to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 48-58-302 ; or (D) An intentional violation of criminal law.
(A) The amount of a financial benefit received by the director to which the director is not entitled;
(B) An intentional infliction of harm;
(C) A violation of § 48-58-302 ; or
(D) An intentional violation of criminal law.
(c) The charter need not set forth any of the corporate powers enumerated in chapters 51-68 of this title.
Amended by 2014 Tenn. Acts, ch. 899,Secs.s17, s18, s19 eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 16, eff. 1/1/2015.
Acts 1987, ch. 242, § 2.02; 1991, ch. 188, § 2.
Tenn. Code Ann. § 48-17-208 — TN Code / Title 48 / Chapter 17 / Section 48-17-208
Greater quorum or voting requirements
Status: in_force

(a) The charter may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by chapters 11-27 of this title. (b) An amendment to the charter that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. Acts 1986, ch. 887, § 7.27.
(a) The charter may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by chapters 11-27 of this title.
(b) An amendment to the charter that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Acts 1986, ch. 887, § 7.27.
Tenn. Code Ann. § 48-18-509 — TN Code / Title 48 / Chapter 18 / Section 48-18-509
Exclusivity of rights - Charter limiting indemnification - Payment of witness expenses
Status: in_force

(a) (1) The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 11-27 of this title shall not be deemed exclusive of any other rights to which a director seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 11-27 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of shareholders, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director if a judgment or other final adjudication adverse to the director establishes the director's liability: (A) For any breach of the duty of loyalty to the corporation or its shareholders; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) Under § 48-18-302 . (2) Nothing contained in chapters 11-27 of this title shall affect any rights to indemnification to which corporate personnel, other than directors, may be entitled by contract or otherwise under law. If the charter limits indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the charter. (b) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. Acts 1986, ch. 887, § 8.58; 1987, ch. 273, § 34; 1989, ch. 451, § 12; 2012, ch. 1051, §§ 33, 34.
(a) (1) The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 11-27 of this title shall not be deemed exclusive of any other rights to which a director seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 11-27 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of shareholders, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director if a judgment or other final adjudication adverse to the director establishes the director's liability: (A) For any breach of the duty of loyalty to the corporation or its shareholders; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) Under § 48-18-302 . (2) Nothing contained in chapters 11-27 of this title shall affect any rights to indemnification to which corporate personnel, other than directors, may be entitled by contract or otherwise under law. If the charter limits indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the charter.
(1) The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 11-27 of this title shall not be deemed exclusive of any other rights to which a director seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 11-27 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of shareholders, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director if a judgment or other final adjudication adverse to the director establishes the director's liability: (A) For any breach of the duty of loyalty to the corporation or its shareholders; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) Under § 48-18-302 .
(A) For any breach of the duty of loyalty to the corporation or its shareholders;
(B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(C) Under § 48-18-302 .
(2) Nothing contained in chapters 11-27 of this title shall affect any rights to indemnification to which corporate personnel, other than directors, may be entitled by contract or otherwise under law. If the charter limits indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the charter.
(b) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
Acts 1986, ch. 887, § 8.58; 1987, ch. 273, § 34; 1989, ch. 451, § 12; 2012, ch. 1051, §§ 33, 34.
Tenn. Code Ann. § 48-249-402 — TN Code / Title 48 / Chapter 249 / Section 48-249-402
Agency of members, managers, directors and officers
Status: in_force

(a) Member-managed LLC. Subject to subsections (d) and (e), in a member-managed LLC: (1) Each member is an agent of the LLC for the purpose of its business, and an act of a member, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC, unless the member had no authority to act for the LLC in the particular matter, and the person with whom the member was dealing knew or had notice that the member lacked authority; and (2) An act of a member that is not apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC only if the act was authorized by the other members. (b) Manager-managed LLC. Subject to subsections (d) and (e), in a manager-managed LLC: (1) A member is not an agent of the LLC for the purpose of its business solely by reason of being a member. Each manager is an agent of the LLC for the purpose of its business, and an act of a manager, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC, unless the manager had no authority to act for the LLC in the particular matter, and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and (2) An act of a manager that is not apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC only if the act was authorized under § 48-249-401 . (c) Director-managed LLC. Subject to subsections (d) and (e), in a director-managed LLC, no member or director is an agent of the LLC for the purpose of its business solely by reason of being a member or a director. The president and any other authorized officers of a director-managed LLC shall be agents of the LLC, as described in subsection (d). (d) Authority of officers. In a director-managed LLC, or any other LLC with a president, the president is an agent of the LLC for the purpose of its business, and an act of the president, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC binds the LLC, unless the president had no authority to act for the LLC in the particular matter, and the person with whom the president was dealing knew or had notice that the president lacked authority. If, under § 48-249-401(e) , any other officer of the LLC is authorized by the LLC documents or by the members, managers or directors, as applicable, of an LLC, by a resolution or other writing, then the authorized officer is an agent of the LLC for the purpose of its business, and an act of the authorized officer, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC. (e) Real property authority. The articles may contain a grant of authority to one (1) or more members, managers, directors or officers to execute instruments for the transfer of real property, and any restrictions and conditions with respect to such authority. In the event the articles name one (1) or more persons who are granted authority to execute instruments for the transfer of real property with any restrictions and conditions with respect to such authority so listed, such grant shall be conclusive in favor of a person who gives value, unless the person knew or had notice that such grant of authority had been rescinded by the LLC. However, such designation, unless it expressly states that it is exclusive, shall not override subsection (a), (b), (c) or (d). (f) Knowledge; notice. For purposes of this section: (1) A person knows a fact if the person has actual knowledge of it; (2) A person has notice of a fact, if: (A) The person knows the fact; (B) The person has received a notification of the fact; (C) The person has reason to know the fact exists from all of the facts known to the person at the time in question; or (D) The fact is contained in the articles of organization; (3) A person notifies or gives a notification of a fact to another, by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact; (4) A person receives a notification of a fact when the notification: (A) Comes to the person's attention; or (B) Is duly delivered at the person's place of business, or at any other place held out by the person as a place for receiving communications; and (5) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction, when the individual conducting the transaction for the entity knows, has notice or receives a notification of the fact, or, in any event, when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity, and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties, or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. Acts 2005, ch. 286, § 1.
(a) Member-managed LLC. Subject to subsections (d) and (e), in a member-managed LLC: (1) Each member is an agent of the LLC for the purpose of its business, and an act of a member, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC, unless the member had no authority to act for the LLC in the particular matter, and the person with whom the member was dealing knew or had notice that the member lacked authority; and (2) An act of a member that is not apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC only if the act was authorized by the other members.
(1) Each member is an agent of the LLC for the purpose of its business, and an act of a member, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC, unless the member had no authority to act for the LLC in the particular matter, and the person with whom the member was dealing knew or had notice that the member lacked authority; and
(2) An act of a member that is not apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC only if the act was authorized by the other members.
(b) Manager-managed LLC. Subject to subsections (d) and (e), in a manager-managed LLC: (1) A member is not an agent of the LLC for the purpose of its business solely by reason of being a member. Each manager is an agent of the LLC for the purpose of its business, and an act of a manager, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC, unless the manager had no authority to act for the LLC in the particular matter, and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and (2) An act of a manager that is not apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC only if the act was authorized under § 48-249-401 .
(1) A member is not an agent of the LLC for the purpose of its business solely by reason of being a member. Each manager is an agent of the LLC for the purpose of its business, and an act of a manager, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC, unless the manager had no authority to act for the LLC in the particular matter, and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and
(2) An act of a manager that is not apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC only if the act was authorized under § 48-249-401 .
(c) Director-managed LLC. Subject to subsections (d) and (e), in a director-managed LLC, no member or director is an agent of the LLC for the purpose of its business solely by reason of being a member or a director. The president and any other authorized officers of a director-managed LLC shall be agents of the LLC, as described in subsection (d).
(d) Authority of officers. In a director-managed LLC, or any other LLC with a president, the president is an agent of the LLC for the purpose of its business, and an act of the president, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC binds the LLC, unless the president had no authority to act for the LLC in the particular matter, and the person with whom the president was dealing knew or had notice that the president lacked authority. If, under § 48-249-401(e) , any other officer of the LLC is authorized by the LLC documents or by the members, managers or directors, as applicable, of an LLC, by a resolution or other writing, then the authorized officer is an agent of the LLC for the purpose of its business, and an act of the authorized officer, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the ordinary course the LLC's business, or business of the kind carried on by the LLC, binds the LLC.
(e) Real property authority. The articles may contain a grant of authority to one (1) or more members, managers, directors or officers to execute instruments for the transfer of real property, and any restrictions and conditions with respect to such authority. In the event the articles name one (1) or more persons who are granted authority to execute instruments for the transfer of real property with any restrictions and conditions with respect to such authority so listed, such grant shall be conclusive in favor of a person who gives value, unless the person knew or had notice that such grant of authority had been rescinded by the LLC. However, such designation, unless it expressly states that it is exclusive, shall not override subsection (a), (b), (c) or (d).
(f) Knowledge; notice. For purposes of this section: (1) A person knows a fact if the person has actual knowledge of it; (2) A person has notice of a fact, if: (A) The person knows the fact; (B) The person has received a notification of the fact; (C) The person has reason to know the fact exists from all of the facts known to the person at the time in question; or (D) The fact is contained in the articles of organization; (3) A person notifies or gives a notification of a fact to another, by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact; (4) A person receives a notification of a fact when the notification: (A) Comes to the person's attention; or (B) Is duly delivered at the person's place of business, or at any other place held out by the person as a place for receiving communications; and (5) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction, when the individual conducting the transaction for the entity knows, has notice or receives a notification of the fact, or, in any event, when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity, and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties, or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(1) A person knows a fact if the person has actual knowledge of it;
(2) A person has notice of a fact, if: (A) The person knows the fact; (B) The person has received a notification of the fact; (C) The person has reason to know the fact exists from all of the facts known to the person at the time in question; or (D) The fact is contained in the articles of organization;
(A) The person knows the fact;
(B) The person has received a notification of the fact;
(C) The person has reason to know the fact exists from all of the facts known to the person at the time in question; or
(D) The fact is contained in the articles of organization;
(3) A person notifies or gives a notification of a fact to another, by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact;
(4) A person receives a notification of a fact when the notification: (A) Comes to the person's attention; or (B) Is duly delivered at the person's place of business, or at any other place held out by the person as a place for receiving communications; and
(A) Comes to the person's attention; or
(B) Is duly delivered at the person's place of business, or at any other place held out by the person as a place for receiving communications; and
(5) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction, when the individual conducting the transaction for the entity knows, has notice or receives a notification of the fact, or, in any event, when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity, and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties, or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-61-109 — TN Code / Title 48 / Chapter 61 / Section 48-61-109
Plan of entity conversion
Status: in_force

(a) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. (b) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. (c) A domestic unincorporated entity may become a domestic nonprofit corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, and the entity conversion effectuated, in accordance with the procedures in this chapter. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and § 48-61-111(7) . For purposes of applying this chapter: (1) The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic nonprofit corporation, members, memberships and charters, respectively, and vice versa, as the context may require; and (2) If the business and affairs of the unincorporated 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. (d) A foreign unincorporated entity may become a domestic nonprofit corporation if the organic law of the foreign unincorporated entity authorizes it to become a nonprofit corporation in another jurisdiction. (e) If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015. (f) If a plan of entity conversion includes a for-profit conversion of the corporation, the corporation must also comply with §§ 48-61-116 - 48-61-121. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.
(b) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.
(c) A domestic unincorporated entity may become a domestic nonprofit corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, and the entity conversion effectuated, in accordance with the procedures in this chapter. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and § 48-61-111(7) . For purposes of applying this chapter: (1) The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic nonprofit corporation, members, memberships and charters, respectively, and vice versa, as the context may require; and (2) If the business and affairs of the unincorporated 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 unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic nonprofit corporation, members, memberships and charters, respectively, and vice versa, as the context may require; and
(2) If the business and affairs of the unincorporated 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.
(d) A foreign unincorporated entity may become a domestic nonprofit corporation if the organic law of the foreign unincorporated entity authorizes it to become a nonprofit corporation in another jurisdiction.
(e) If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
(f) If a plan of entity conversion includes a for-profit conversion of the corporation, the corporation must also comply with §§ 48-61-116 - 48-61-121.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-58-104 — TN Code / Title 48 / Chapter 58 / Section 48-58-104
Election, designation, and appointment of directors
Status: in_force

(a) If the corporation has members, all directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the charter or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated. (b) If the corporation does not have members, all directors (except the initial directors) shall be elected, appointed or designated as provided in the charter or bylaws. If no method of designation or appointment is set forth in the charter or bylaws, the directors (other than the initial directors) shall be elected by the board. Acts 1987, ch. 242, § 8.04; 1988, ch. 610, § 1; 1993, ch. 412, § 1.
(a) If the corporation has members, all directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the charter or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.
(b) If the corporation does not have members, all directors (except the initial directors) shall be elected, appointed or designated as provided in the charter or bylaws. If no method of designation or appointment is set forth in the charter or bylaws, the directors (other than the initial directors) shall be elected by the board.
Acts 1987, ch. 242, § 8.04; 1988, ch. 610, § 1; 1993, ch. 412, § 1.
Tenn. Code Ann. § 48-26-201 — TN Code / Title 48 / Chapter 26 / Section 48-26-201
Financial statements for shareholders
Status: in_force

(a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If requested in writing by any shareholder, the corporation shall furnish such statements to the shareholder as set out in subsection (c). (b) If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) Stating the president's or other person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. (c) A corporation shall mail the annual financial statements to each requesting shareholder within one (1) month after notice of the request; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the shareholder within four (4) months after the close of the fiscal year. Acts 1986, ch. 887, § 16.20.
(a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If requested in writing by any shareholder, the corporation shall furnish such statements to the shareholder as set out in subsection (c).
(b) If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) Stating the president's or other person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(1) Stating the president's or other person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall mail the annual financial statements to each requesting shareholder within one (1) month after notice of the request; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the shareholder within four (4) months after the close of the fiscal year.
Acts 1986, ch. 887, § 16.20.
Tenn. Code Ann. § 48-65-106 — TN Code / Title 48 / Chapter 65 / Section 48-65-106
Corporate name of foreign corporation
Status: in_force

(a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names: (1) The corporate name of the foreign corporation; provided, that such name complies with § 48-54-101 ; or (2) An assumed corporate name which meets the requirements of § 48-54-101 . (b) Except as authorized by subsections (c) and (d), the name of a foreign corporation that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law. (c) A foreign corporation, or person acting on behalf of a corporation not yet authorized to transact business in this state, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent. (d) A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign nonprofit or business corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has: (1) Merged with the other corporation; (2) Been formed by reorganization of the other corporation; or (3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-54-101 , it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-54-101 and obtains an amended certificate of authority under § 48-65-104 . Acts 1987, ch. 242, § 15.06; 1989, ch. 445, § 18; 2010, ch. 743, §§ 5, 6.
(a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names: (1) The corporate name of the foreign corporation; provided, that such name complies with § 48-54-101 ; or (2) An assumed corporate name which meets the requirements of § 48-54-101 .
(1) The corporate name of the foreign corporation; provided, that such name complies with § 48-54-101 ; or
(2) An assumed corporate name which meets the requirements of § 48-54-101 .
(b) Except as authorized by subsections (c) and (d), the name of a foreign corporation that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
(c) A foreign corporation, or person acting on behalf of a corporation not yet authorized to transact business in this state, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
(3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(d) A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign nonprofit or business corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has: (1) Merged with the other corporation; (2) Been formed by reorganization of the other corporation; or (3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(1) Merged with the other corporation;
(2) Been formed by reorganization of the other corporation; or
(3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-54-101 , it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-54-101 and obtains an amended certificate of authority under § 48-65-104 .
Acts 1987, ch. 242, § 15.06; 1989, ch. 445, § 18; 2010, ch. 743, §§ 5, 6.
Tenn. Code Ann. § 48-11-301 — TN Code / Title 48 / Chapter 11 / Section 48-11-301
Filing requirements
Status: in_force

(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Chapters 11-27 of this title must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by chapters 11-27 of this title and other information as may be required by the secretary of state. It may contain other information as well. (d) The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof. In the absence of a specific rule, the document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper. (e) The document must be in the English language. A corporate name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; (3) An acknowledgement, verification, or proof; or (4) The date the document is signed, except that the date is required for the annual report for the secretary of state. (h) If the secretary of state has prescribed a mandatory form and filing method for any filing required or authorized by this chapter, then the document must be in or on the prescribed form. (i) The document must be delivered to the office of the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by chapters 11-27 of this title. (j) Whenever this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document; (2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document; (3) As used in this subsection (j): (A) "Filed document" means a document filed with the secretary of state under chapters 11-27 of this title, except chapter 25 or § 48-26-203 ; and (B) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange; (4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares; (E) The effective date of a filed document; or (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. (k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. (l) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title. (m) The secretary of state may establish procedures for the filing of documents with the secretary of state by means of electronic transmission. (n) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate. Amended by 2020 Tenn. Acts, ch. 719, s 4, eff. 6/22/2020. Acts 1986, ch. 887, § 1.30; 1987, ch. 273, § 7; 1989, ch. 451, § 2; 1991, ch. 188, § 1; 1994, ch. 776, § 4; 1999, ch. 80, § 1; 2010 , ch. 741, § 2; 2011 , ch. 99, §§ 23, 24; 2012, ch. 1051, §§ 8, 9.
(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state.
(b) Chapters 11-27 of this title must require or permit filing the document in the office of the secretary of state.
(c) The document must contain the information required by chapters 11-27 of this title and other information as may be required by the secretary of state. It may contain other information as well.
(d) The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof. In the absence of a specific rule, the document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper.
(e) The document must be in the English language. A corporate name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed: (1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers;
(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; (3) An acknowledgement, verification, or proof; or (4) The date the document is signed, except that the date is required for the annual report for the secretary of state.
(1) The corporate seal;
(2) An attestation by the secretary or an assistant secretary;
(3) An acknowledgement, verification, or proof; or
(4) The date the document is signed, except that the date is required for the annual report for the secretary of state.
(h) If the secretary of state has prescribed a mandatory form and filing method for any filing required or authorized by this chapter, then the document must be in or on the prescribed form.
(i) The document must be delivered to the office of the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by chapters 11-27 of this title.
(j) Whenever this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document; (2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document; (3) As used in this subsection (j): (A) "Filed document" means a document filed with the secretary of state under chapters 11-27 of this title, except chapter 25 or § 48-26-203 ; and (B) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange; (4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares; (E) The effective date of a filed document; or (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
(1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document;
(2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;
(A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or
(C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;
(3) As used in this subsection (j): (A) "Filed document" means a document filed with the secretary of state under chapters 11-27 of this title, except chapter 25 or § 48-26-203 ; and (B) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange;
(A) "Filed document" means a document filed with the secretary of state under chapters 11-27 of this title, except chapter 25 or § 48-26-203 ; and
(B) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange;
(4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares; (E) The effective date of a filed document; or (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and
(A) The name and address of any person required in a filed document;
(B) The registered office of any entity required in a filed document;
(C) The registered agent of any entity required in a filed document;
(D) The number of authorized shares and designation of each class or series of shares;
(E) The effective date of a filed document; or
(F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and
(5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
(k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
(l) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title.
(m) The secretary of state may establish procedures for the filing of documents with the secretary of state by means of electronic transmission.
(n) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate.
Amended by 2020 Tenn. Acts, ch. 719, s 4, eff. 6/22/2020.
Acts 1986, ch. 887, § 1.30; 1987, ch. 273, § 7; 1989, ch. 451, § 2; 1991, ch. 188, § 1; 1994, ch. 776, § 4; 1999, ch. 80, § 1; 2010 , ch. 741, § 2; 2011 , ch. 99, §§ 23, 24; 2012, ch. 1051, §§ 8, 9.
Tenn. Code Ann. § 48-64-304 — TN Code / Title 48 / Chapter 64 / Section 48-64-304
Decree of dissolution
Status: in_force

(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-64-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's assets and affairs in accordance with § 48-64-105 and the notification of claimants in accordance with §§ 48-64-106 and 48-64-107 . Acts 1987, ch. 242, § 14.33.
(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-64-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's assets and affairs in accordance with § 48-64-105 and the notification of claimants in accordance with §§ 48-64-106 and 48-64-107 .
Acts 1987, ch. 242, § 14.33.
Tenn. Code Ann. § 48-28-107 — TN Code / Title 48 / Chapter 28 / Section 48-28-107
Notice of meetings - Annual benefit reports - Use of third-party standard or certification addressing promotion of public benefit or benefits
Status: in_force

(a) A for-profit benefit corporation shall include in every notice of a meeting of shareholders a statement to the effect that it is a for-profit benefit corporation subject to this chapter. (b) No later than four (4) months after the close of a for-profit benefit corporation's fiscal year, the for-profit benefit corporation shall deliver to its shareholders an annual benefit report covering the immediately preceding fiscal year. The annual benefit report shall state the name of the for-profit benefit corporation and contain, with regard to the period covered by the report, a narrative description of: (1) The ways in which the corporation pursued the public benefit or public benefits stated in its charter; (2) The extent to which that public benefit purpose or purposes were pursued and achieved; and (3) Any material circumstances that hindered efforts to pursue or achieve the public benefit or public benefits. (c) A for-profit benefit corporation is not required to have its annual benefit report audited, certified, or otherwise evaluated by a third party. (d) A for-profit benefit corporation shall post its annual benefit reports on the public portion of its website, if any; provided, the compensation paid to directors and financial or proprietary information may be omitted from the posted annual benefit reports. (e) If a for-profit benefit corporation does not have a website, the for-profit benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person who requests a copy; provided, the compensation paid to directors and financial or proprietary information may be omitted from the provided annual benefit reports. (f) The charter or bylaws of a for-profit benefit corporation may require that the corporation use a third-party standard in connection with or attain a periodic third-party certification addressing the corporation's promotion of the public benefit or public benefits identified in the charter or the best interests of those materially affected by the corporation's conduct. Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
(a) A for-profit benefit corporation shall include in every notice of a meeting of shareholders a statement to the effect that it is a for-profit benefit corporation subject to this chapter.
(b) No later than four (4) months after the close of a for-profit benefit corporation's fiscal year, the for-profit benefit corporation shall deliver to its shareholders an annual benefit report covering the immediately preceding fiscal year. The annual benefit report shall state the name of the for-profit benefit corporation and contain, with regard to the period covered by the report, a narrative description of: (1) The ways in which the corporation pursued the public benefit or public benefits stated in its charter; (2) The extent to which that public benefit purpose or purposes were pursued and achieved; and (3) Any material circumstances that hindered efforts to pursue or achieve the public benefit or public benefits.
(1) The ways in which the corporation pursued the public benefit or public benefits stated in its charter;
(2) The extent to which that public benefit purpose or purposes were pursued and achieved; and
(3) Any material circumstances that hindered efforts to pursue or achieve the public benefit or public benefits.
(c) A for-profit benefit corporation is not required to have its annual benefit report audited, certified, or otherwise evaluated by a third party.
(d) A for-profit benefit corporation shall post its annual benefit reports on the public portion of its website, if any; provided, the compensation paid to directors and financial or proprietary information may be omitted from the posted annual benefit reports.
(e) If a for-profit benefit corporation does not have a website, the for-profit benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person who requests a copy; provided, the compensation paid to directors and financial or proprietary information may be omitted from the provided annual benefit reports.
(f) The charter or bylaws of a for-profit benefit corporation may require that the corporation use a third-party standard in connection with or attain a periodic third-party certification addressing the corporation's promotion of the public benefit or public benefits identified in the charter or the best interests of those materially affected by the corporation's conduct.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-101-607 — TN Code / Title 48 / Chapter 101 / Section 48-101-607
Rendering professional services in this state - Requirements
Status: in_force

(a) A domestic or foreign corporation may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services. (b) Subsection (a) does not: (1) Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required; (2) Prohibit a licensed individual from rendering professional services in such person's individual capacity although such person is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation; or (3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority. Acts 1992, ch. 698, § 1.; T.C.A., § 48-3-607.
(a) A domestic or foreign corporation may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b) Subsection (a) does not: (1) Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required; (2) Prohibit a licensed individual from rendering professional services in such person's individual capacity although such person is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation; or (3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority.
(1) Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required;
(2) Prohibit a licensed individual from rendering professional services in such person's individual capacity although such person is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation; or
(3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority.
Acts 1992, ch. 698, § 1.; T.C.A., § 48-3-607.
Tenn. Code Ann. § 48-24-106 — TN Code / Title 48 / Chapter 24 / Section 48-24-106
Known claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline. (c) A claim against the dissolved corporation is barred to the extent that it is not admitted: (1) If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved corporation by the deadline; or (2) If the dissolved corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Acts 1986, ch. 887, § 14.06.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(1) Describe information that must be included in a claim;
(2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness;
(A) The amount that is admitted, which may be as of a given date; and
(B) Any interest obligation if fixed by an instrument of indebtedness;
(3) Provide a mailing address where a claim may be sent;
(4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(5) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(c) A claim against the dissolved corporation is barred to the extent that it is not admitted: (1) If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved corporation by the deadline; or (2) If the dissolved corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(1) If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved corporation by the deadline; or
(2) If the dissolved corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Acts 1986, ch. 887, § 14.06.
Tenn. Code Ann. § 48-53-103 — TN Code / Title 48 / Chapter 53 / Section 48-53-103
Emergency powers
Status: in_force

(a) In anticipation of or during an emergency, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. Acts 1987, ch. 242, § 3.03.
(a) In anticipation of or during an emergency, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
Acts 1987, ch. 242, § 3.03.
Tenn. Code Ann. § 48-240-102 — TN Code / Title 48 / Chapter 240 / Section 48-240-102
Standard of member conduct in a member-managed LLC
Status: in_force

(a) Fiduciary Duty of Members of Member-Managed LLC. Except as provided in the articles or operating agreement, every member of a member-managed LLC must account to the LLC for any benefit, and hold as trustee for it any profits derived by the member without the consent of the other members from any transaction connected with the formation, conduct, or liquidation of the LLC or from any use by the member of its property including, but not limited to, confidential or proprietary information of the LLC or other matters entrusted to the member as a result of such person's status as a member. (b) Standard of Conduct. A member of a member-managed LLC shall discharge such member's duties as a member, including all 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 member reasonably believes to be in the best interest of the LLC. (c) Reliance. A member of a member-managed LLC 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 managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the member reasonably believes are within the person's professional or expert competence; or (3) A committee of the members of which such member is not a member, if the member reasonably believes the committee merits confidence. (d) Good Faith Requirement. The member is not acting in good faith if the member has knowledge concerning the matter in question that makes reliance otherwise committed by subsection (c) unwarranted. (e) Limitation of Liability for Action. A member is not liable for any action taken as a member, or any failure to take any action, if the member performed the duties of the position as a member in compliance with this section. (f) Burden of Proof. A person alleging a violation of this section has the burden of proving the violation. (g) Modification of Standard of Conduct in Articles or Operating Agreement. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct in a manner to reflect the understanding of the parties provided such definition is not manifestly unreasonable under the circumstances. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 61.
(a) Fiduciary Duty of Members of Member-Managed LLC. Except as provided in the articles or operating agreement, every member of a member-managed LLC must account to the LLC for any benefit, and hold as trustee for it any profits derived by the member without the consent of the other members from any transaction connected with the formation, conduct, or liquidation of the LLC or from any use by the member of its property including, but not limited to, confidential or proprietary information of the LLC or other matters entrusted to the member as a result of such person's status as a member.
(b) Standard of Conduct. A member of a member-managed LLC shall discharge such member's duties as a member, including all 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 member reasonably believes to be in the best interest of the LLC.
(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 member reasonably believes to be in the best interest of the LLC.
(c) Reliance. A member of a member-managed LLC 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 managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the member reasonably believes are within the person's professional or expert competence; or (3) A committee of the members of which such member is not a member, if the member reasonably believes the committee merits confidence.
(1) One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants or other persons as to matters the member reasonably believes are within the person's professional or expert competence; or
(3) A committee of the members of which such member is not a member, if the member reasonably believes the committee merits confidence.
(d) Good Faith Requirement. The member is not acting in good faith if the member has knowledge concerning the matter in question that makes reliance otherwise committed by subsection (c) unwarranted.
(e) Limitation of Liability for Action. A member is not liable for any action taken as a member, or any failure to take any action, if the member performed the duties of the position as a member in compliance with this section.
(f) Burden of Proof. A person alleging a violation of this section has the burden of proving the violation.
(g) Modification of Standard of Conduct in Articles or Operating Agreement. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct in a manner to reflect the understanding of the parties provided such definition is not manifestly unreasonable under the circumstances.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 61.
Tenn. Code Ann. § 48-102-203 — TN Code / Title 48 / Chapter 102 / Section 48-102-203
Coupon bonds for construction
Status: in_force

(a) All masonic lodges which hold real estate to the value of ten thousand dollars ($10,000) or more have the power to issue coupon bonds from time to time to an amount not exceeding a total of forty thousand dollars ($40,000), bearing six percent (6%) interest per annum, payable semiannually, for the purpose of erecting a building or hall upon same. (b) The coupon bonds may be issued in sums of twenty-five dollars ($25.00), fifty dollars ($50.00), one hundred dollars ($100), five hundred dollars ($500), and one thousand dollars ($1,000), as may be desired. (c) The coupon bonds shall not have more than twenty (20) years in which to mature, and may be taken up by the lodge at any time after five (5) years from their issuance. (d) Any masonic lodge which shall issue coupon bonds under this section may execute a mortgage upon its real estate to secure the payment of the bonds and coupons. (e) The worshipful master and wardens or other proper officers of the lodge have the power to issue the bonds and coupons and execute the mortgage provided for in this section whenever they have been instructed by a meeting of their lodge to do so. Acts 1883, ch. 240, §§ 1-5; 1885, ch. 63, § 1; Shan., §§ 2572, 2574-2577; Code 1932, §§ 4411-4415; T.C.A. (orig. ed.), §§ 48-1511 -- 48-1515, 48-4-203.
(a) All masonic lodges which hold real estate to the value of ten thousand dollars ($10,000) or more have the power to issue coupon bonds from time to time to an amount not exceeding a total of forty thousand dollars ($40,000), bearing six percent (6%) interest per annum, payable semiannually, for the purpose of erecting a building or hall upon same.
(b) The coupon bonds may be issued in sums of twenty-five dollars ($25.00), fifty dollars ($50.00), one hundred dollars ($100), five hundred dollars ($500), and one thousand dollars ($1,000), as may be desired.
(c) The coupon bonds shall not have more than twenty (20) years in which to mature, and may be taken up by the lodge at any time after five (5) years from their issuance.
(d) Any masonic lodge which shall issue coupon bonds under this section may execute a mortgage upon its real estate to secure the payment of the bonds and coupons.
(e) The worshipful master and wardens or other proper officers of the lodge have the power to issue the bonds and coupons and execute the mortgage provided for in this section whenever they have been instructed by a meeting of their lodge to do so.
Acts 1883, ch. 240, §§ 1-5; 1885, ch. 63, § 1; Shan., §§ 2572, 2574-2577; Code 1932, §§ 4411-4415; T.C.A. (orig. ed.), §§ 48-1511 -- 48-1515, 48-4-203.
Tenn. Code Ann. § 48-249-801 — TN Code / Title 48 / Chapter 249 / Section 48-249-801
Right to bring proceeding
Status: in_force

(a) Manager-managed or director-managed LLC. A member or holder of financial rights of a director-managed LLC, or of a manager-managed LLC, may bring a proceeding in the right of an LLC to recover a judgment in its favor, if: (1) The member or holder of financial rights, as applicable, was a member or holder of financial rights of the LLC when the transaction complained of occurred; or (2) The member or holder of financial rights, as applicable, became a member or holder of financial rights through transfer by operation of law, from a person who was a member or holder of financial rights, as applicable, when the transaction complained of occurred. (b) Member-managed LLC. A member or holder of financial rights of a member-managed LLC may bring a proceeding in the right of an LLC to recover a judgment in its favor, if members or other persons with authority to do so have refused to bring the proceeding, or if an effort to cause those members or other persons to bring the proceeding is not likely to succeed. Acts 2005, ch. 286, § 1.
(a) Manager-managed or director-managed LLC. A member or holder of financial rights of a director-managed LLC, or of a manager-managed LLC, may bring a proceeding in the right of an LLC to recover a judgment in its favor, if: (1) The member or holder of financial rights, as applicable, was a member or holder of financial rights of the LLC when the transaction complained of occurred; or (2) The member or holder of financial rights, as applicable, became a member or holder of financial rights through transfer by operation of law, from a person who was a member or holder of financial rights, as applicable, when the transaction complained of occurred.
(1) The member or holder of financial rights, as applicable, was a member or holder of financial rights of the LLC when the transaction complained of occurred; or
(2) The member or holder of financial rights, as applicable, became a member or holder of financial rights through transfer by operation of law, from a person who was a member or holder of financial rights, as applicable, when the transaction complained of occurred.
(b) Member-managed LLC. A member or holder of financial rights of a member-managed LLC may bring a proceeding in the right of an LLC to recover a judgment in its favor, if members or other persons with authority to do so have refused to bring the proceeding, or if an effort to cause those members or other persons to bring the proceeding is not likely to succeed.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-214-101 — TN Code / Title 48 / Chapter 214 / Section 48-214-101
Transaction of business outside Tennessee
Status: in_force

(a) Transaction of Business Outside Tennessee. By enacting chapters 201-248 of this title the general assembly recognizes the LLC as an important and constructive form of business organization. The general assembly understands that: (1) Businesses organized under chapters 201-248 of this title will often transact business in other states; (2) For businesses organized under chapters 201-248 of this title to function effectively and for such chapters to be a useful enactment, such chapters must be accorded the same comity and full faith and credit that states typically accord to each other's corporate laws; and (3) Specifically, it is essential that other states recognize both the legal existence of limited liability companies formed under chapters 201-248 of this title and the legal status of all members of these limited liability companies. (b) The general assembly, therefore, specifically seeks that, subject to any reasonable registration requirements, other states extend to chapters 201-248 of this title the same full faith and credit under article IV, section 1 of the United States Constitution, and the same comity, that Tennessee extends to statutes that other states enact to provide for the establishment and operation of business organizations. Acts 1994, ch. 868, § 1.
(a) Transaction of Business Outside Tennessee. By enacting chapters 201-248 of this title the general assembly recognizes the LLC as an important and constructive form of business organization. The general assembly understands that: (1) Businesses organized under chapters 201-248 of this title will often transact business in other states; (2) For businesses organized under chapters 201-248 of this title to function effectively and for such chapters to be a useful enactment, such chapters must be accorded the same comity and full faith and credit that states typically accord to each other's corporate laws; and (3) Specifically, it is essential that other states recognize both the legal existence of limited liability companies formed under chapters 201-248 of this title and the legal status of all members of these limited liability companies.
(1) Businesses organized under chapters 201-248 of this title will often transact business in other states;
(2) For businesses organized under chapters 201-248 of this title to function effectively and for such chapters to be a useful enactment, such chapters must be accorded the same comity and full faith and credit that states typically accord to each other's corporate laws; and
(3) Specifically, it is essential that other states recognize both the legal existence of limited liability companies formed under chapters 201-248 of this title and the legal status of all members of these limited liability companies.
(b) The general assembly, therefore, specifically seeks that, subject to any reasonable registration requirements, other states extend to chapters 201-248 of this title the same full faith and credit under article IV, section 1 of the United States Constitution, and the same comity, that Tennessee extends to statutes that other states enact to provide for the establishment and operation of business organizations.
Acts 1994, ch. 868, § 1.