Tenn. Code Ann. § 48-52-106 — TN Code / Title 48 / Chapter 52 / Section 48-52-106
Bylaws - Limitations on liability
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter. (c) (1) The bylaws may contain a provision permitting or requiring 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: (A) Receipt of a financial benefit to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 48-58-302 (unlawful distribution); or (D) An intentional violation of criminal law; and (2) For purposes of this subsection (c): (A) "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 (B) "Proceeding" includes a threatened, pending or completed proceeding. (d) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws 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: (1) The amount of a financial benefit received by the director to which the director is not entitled; (2) An intentional infliction of harm; (3) A violation of § 48-58-302 ; or (4) An intentional violation of criminal law. Amended by 2014 Tenn. Acts, ch. 899,s 20, eff. 1/1/2015. Acts 1987, ch. 242, § 2.06.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
(c) (1) The bylaws may contain a provision permitting or requiring 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: (A) Receipt of a financial benefit to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 48-58-302 (unlawful distribution); or (D) An intentional violation of criminal law; and (2) For purposes of this subsection (c): (A) "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 (B) "Proceeding" includes a threatened, pending or completed proceeding.
(1) The bylaws may contain a provision permitting or requiring 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: (A) Receipt of a financial benefit to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 48-58-302 (unlawful distribution); or (D) An intentional violation of criminal law; and
(A) Receipt of a financial benefit to which the director is not entitled;
(B) An intentional infliction of harm;
(C) A violation of § 48-58-302 (unlawful distribution); or
(D) An intentional violation of criminal law; and
(2) For purposes of this subsection (c): (A) "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 (B) "Proceeding" includes a threatened, pending or completed proceeding.
(A) "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
(B) "Proceeding" includes a threatened, pending or completed proceeding.
(d) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws 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: (1) The amount of a financial benefit received by the director to which the director is not entitled; (2) An intentional infliction of harm; (3) A violation of § 48-58-302 ; or (4) An intentional violation of criminal law.
(1) The amount of a financial benefit received by the director to which the director is not entitled;
(2) An intentional infliction of harm;
(3) A violation of § 48-58-302 ; or
(4) An intentional violation of criminal law.
Amended by 2014 Tenn. Acts, ch. 899,s 20, eff. 1/1/2015.
Acts 1987, ch. 242, § 2.06.
Tenn. Code Ann. § 48-249-905 — TN Code / Title 48 / Chapter 249 / Section 48-249-905
Certificate of authority
Status: in_force

(a) Filing of application. If a document filed with the secretary of state conforms to the requirements of § 48-249-904(a) , the secretary of state shall: (1) Endorse on the application the word "Filed" and the date and time of the filing of it; (2) File the original of the application; and (3) Return the original of the application, together with the filing fee receipt, to the person who filed it, and such document shall constitute a certificate of authority issued by the secretary of state. (b) Effectiveness of application. The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document. (c) If the secretary of state determines upon application that a foreign LLC has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing relative to such foreign LLC. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 43.
(a) Filing of application. If a document filed with the secretary of state conforms to the requirements of § 48-249-904(a) , the secretary of state shall: (1) Endorse on the application the word "Filed" and the date and time of the filing of it; (2) File the original of the application; and (3) Return the original of the application, together with the filing fee receipt, to the person who filed it, and such document shall constitute a certificate of authority issued by the secretary of state.
(1) Endorse on the application the word "Filed" and the date and time of the filing of it;
(2) File the original of the application; and
(3) Return the original of the application, together with the filing fee receipt, to the person who filed it, and such document shall constitute a certificate of authority issued by the secretary of state.
(b) Effectiveness of application. The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document.
(c) If the secretary of state determines upon application that a foreign LLC has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing relative to such foreign LLC.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 43.
Tenn. Code Ann. § 48-68-203 — TN Code / Title 48 / Chapter 68 / Section 48-68-203
Written notice prior to entering into public benefit hospital conveyance transaction
Status: in_force

(a) Notwithstanding chapters 61 and 64 of this title, any public benefit hospital entity shall be required to provide written notice to the attorney general and reporter, prior to entering into any public benefit hospital conveyance transaction. At the time of providing notice to the attorney general and reporter, the public benefit hospital entity shall provide the attorney general and reporter with written certification that a copy of this part has been given in its entirety to each member of the board of trustees of the public benefit hospital entity. (b) The notice to the attorney general and reporter provided for in this section shall include and contain all the information the attorney general and reporter determines is required. No notice shall be effective until the attorney general and reporter has acknowledged receipt of a complete notice, in accordance with protocol established by the attorney general and reporter. (c) This part shall not apply to a public benefit hospital entity, if the public benefit hospital conveyance transaction is in the usual and regular course of its activities, and if the attorney general and reporter has given the public benefit hospital entity a written waiver of this part as to the public benefit hospital conveyance transaction. Acts 2006, ch. 930, § 4.
(a) Notwithstanding chapters 61 and 64 of this title, any public benefit hospital entity shall be required to provide written notice to the attorney general and reporter, prior to entering into any public benefit hospital conveyance transaction. At the time of providing notice to the attorney general and reporter, the public benefit hospital entity shall provide the attorney general and reporter with written certification that a copy of this part has been given in its entirety to each member of the board of trustees of the public benefit hospital entity.
(b) The notice to the attorney general and reporter provided for in this section shall include and contain all the information the attorney general and reporter determines is required. No notice shall be effective until the attorney general and reporter has acknowledged receipt of a complete notice, in accordance with protocol established by the attorney general and reporter.
(c) This part shall not apply to a public benefit hospital entity, if the public benefit hospital conveyance transaction is in the usual and regular course of its activities, and if the attorney general and reporter has given the public benefit hospital entity a written waiver of this part as to the public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 4.
Tenn. Code Ann. § 48-231-202 — TN Code / Title 48 / Chapter 231 / Section 48-231-202
Notice of dissenters' rights
Status: in_force

(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter. (b) If LLC action creating dissenters' rights under § 48-231-201 is taken without a vote of the members, the LLC shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in § 48-231-204 . (c) An LLC's failure to give notice pursuant to this section will not invalidate the LLC action. Acts 1994, ch. 868, § 1.
(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.
(b) If LLC action creating dissenters' rights under § 48-231-201 is taken without a vote of the members, the LLC shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in § 48-231-204 .
(c) An LLC's failure to give notice pursuant to this section will not invalidate the LLC action.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-24-104 — TN Code / Title 48 / Chapter 24 / Section 48-24-104
Revocation of dissolution
Status: in_force

(a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence by the secretary of state. (b) Revocation of dissolution shall be authorized by shareholders in any manner that dissolution may be authorized under § 48-24-102 , unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If shareholder action was required to revoke the dissolution, the information required by § 48-24-103(a)(3) and (4) . (d) Revocation of dissolution is effective when the articles of revocation of dissolution are filed. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. Acts 1986, ch. 887, § 14.04; 1989, ch. 451, § 19.
(a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence by the secretary of state.
(b) Revocation of dissolution shall be authorized by shareholders in any manner that dissolution may be authorized under § 48-24-102 , unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If shareholder action was required to revoke the dissolution, the information required by § 48-24-103(a)(3) and (4) .
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If shareholder action was required to revoke the dissolution, the information required by § 48-24-103(a)(3) and (4) .
(d) Revocation of dissolution is effective when the articles of revocation of dissolution are filed.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
Acts 1986, ch. 887, § 14.04; 1989, ch. 451, § 19.
Tenn. Code Ann. § 48-235-101 — TN Code / Title 48 / Chapter 235 / Section 48-235-101
Special provisions
Status: in_force

(a) Acceptance of Contributions. Except as provided in the articles or operating agreement, no purported contribution must be treated as a contribution, unless: (1) The board of governors in a board-managed LLC or members accept the contribution on behalf of the LLC and in that acceptance describe the contribution, if any, and state the value being accorded to the contribution; and (2) The fact of contribution and the contribution's accorded value are both reflected in the required records of the LLC. (b) Valuation. The determinations of the board of governors in a board-managed LLC or members as to the amount or fair value or the fairness to the LLC of the contribution accepted or to be accepted by the LLC or the terms of payment or performance, including under a contribution agreement in § 48-233-101 , and a contribution allowance agreement in § 48-234-101 , are valid and binding if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances. (c) Terms of Membership Interests. All the membership interests of an LLC must: (1) Be of one (1) class, without series, unless the articles or operating agreement establish, or authorize the establishment of more than one (1) class or series within classes; and (2) Share profits and losses as provided in § 48-220-101 , and be entitled to distributions as provided in §§ 48-236-101 , 48-236-102 and 48-245-1101(a)(1)(C) . (d) Procedure for Fixing Terms. Subject to any restrictions in the articles or operating agreement, the power granted in § 48-232-101(b) may be exercised by a resolution or resolutions establishing a class or series, setting forth the designation of the class or series, and fixing the relative rights and preferences of the class or series. Any of the rights and preferences of a class or series may: (1) Be made dependent upon facts ascertainable outside the articles or operating agreement, or outside the resolution or resolutions establishing the class or series, if the manner in which the facts operate upon the rights and preferences of the class or series is clearly and expressly set forth in the articles, operating agreement or in the resolution or resolutions establishing the class or series; and (2) Incorporate by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the LLC in connection with the establishment of the class or series if the LLC retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions incorporated by reference. (e) Specific Terms. Without limiting the authority granted in this section, an LLC may have membership interests of a class or series: (1) Subject to the right of the LLC to redeem any of those membership interests at the price fixed for their redemption by the articles or operating agreement or by the board of governors; (2) Entitling the members to cumulative, partially cumulative, or noncumulative distributions; (3) Having preference over any class or series of membership interests for the payment of distributions of any or all kinds; (4) Convertible into membership interests of any other class or any series of the same or another class; or (5) Having full, partial or limited voting rights. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 48; 1999, ch. 455, §§ 18, 19.
(a) Acceptance of Contributions. Except as provided in the articles or operating agreement, no purported contribution must be treated as a contribution, unless: (1) The board of governors in a board-managed LLC or members accept the contribution on behalf of the LLC and in that acceptance describe the contribution, if any, and state the value being accorded to the contribution; and (2) The fact of contribution and the contribution's accorded value are both reflected in the required records of the LLC.
(1) The board of governors in a board-managed LLC or members accept the contribution on behalf of the LLC and in that acceptance describe the contribution, if any, and state the value being accorded to the contribution; and
(2) The fact of contribution and the contribution's accorded value are both reflected in the required records of the LLC.
(b) Valuation. The determinations of the board of governors in a board-managed LLC or members as to the amount or fair value or the fairness to the LLC of the contribution accepted or to be accepted by the LLC or the terms of payment or performance, including under a contribution agreement in § 48-233-101 , and a contribution allowance agreement in § 48-234-101 , are valid and binding if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances.
(c) Terms of Membership Interests. All the membership interests of an LLC must: (1) Be of one (1) class, without series, unless the articles or operating agreement establish, or authorize the establishment of more than one (1) class or series within classes; and (2) Share profits and losses as provided in § 48-220-101 , and be entitled to distributions as provided in §§ 48-236-101 , 48-236-102 and 48-245-1101(a)(1)(C) .
(1) Be of one (1) class, without series, unless the articles or operating agreement establish, or authorize the establishment of more than one (1) class or series within classes; and
(2) Share profits and losses as provided in § 48-220-101 , and be entitled to distributions as provided in §§ 48-236-101 , 48-236-102 and 48-245-1101(a)(1)(C) .
(d) Procedure for Fixing Terms. Subject to any restrictions in the articles or operating agreement, the power granted in § 48-232-101(b) may be exercised by a resolution or resolutions establishing a class or series, setting forth the designation of the class or series, and fixing the relative rights and preferences of the class or series. Any of the rights and preferences of a class or series may: (1) Be made dependent upon facts ascertainable outside the articles or operating agreement, or outside the resolution or resolutions establishing the class or series, if the manner in which the facts operate upon the rights and preferences of the class or series is clearly and expressly set forth in the articles, operating agreement or in the resolution or resolutions establishing the class or series; and (2) Incorporate by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the LLC in connection with the establishment of the class or series if the LLC retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions incorporated by reference.
(1) Be made dependent upon facts ascertainable outside the articles or operating agreement, or outside the resolution or resolutions establishing the class or series, if the manner in which the facts operate upon the rights and preferences of the class or series is clearly and expressly set forth in the articles, operating agreement or in the resolution or resolutions establishing the class or series; and
(2) Incorporate by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the LLC in connection with the establishment of the class or series if the LLC retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions incorporated by reference.
(e) Specific Terms. Without limiting the authority granted in this section, an LLC may have membership interests of a class or series: (1) Subject to the right of the LLC to redeem any of those membership interests at the price fixed for their redemption by the articles or operating agreement or by the board of governors; (2) Entitling the members to cumulative, partially cumulative, or noncumulative distributions; (3) Having preference over any class or series of membership interests for the payment of distributions of any or all kinds; (4) Convertible into membership interests of any other class or any series of the same or another class; or (5) Having full, partial or limited voting rights.
(1) Subject to the right of the LLC to redeem any of those membership interests at the price fixed for their redemption by the articles or operating agreement or by the board of governors;
(2) Entitling the members to cumulative, partially cumulative, or noncumulative distributions;
(3) Having preference over any class or series of membership interests for the payment of distributions of any or all kinds;
(4) Convertible into membership interests of any other class or any series of the same or another class; or
(5) Having full, partial or limited voting rights.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 48; 1999, ch. 455, §§ 18, 19.
Tenn. Code Ann. § 48-249-306 — TN Code / Title 48 / Chapter 249 / Section 48-249-306
Limitations on distributions
Status: in_force

(a) Restriction on distributions. No distribution may be made by an LLC, if, after giving effect to the distribution: (1) The LLC would not be able to pay its debts as they become due in the ordinary course of business; or (2) The LLC's total assets would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the LLC were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members and holders of financial rights, whose preferential rights are superior to those receiving the distribution; provided, however, that the value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the total assets of the LLC, only to the extent that the value of the property exceeds such liability. (b) Basis for determination. An LLC may base a determination that a distribution is not prohibited under subsection (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances, or on a fair valuation or other method that is reasonable in the circumstances. (c) Timing of determination. Except as otherwise provided in subsection (f), the effect of a distribution under subsection (a) is measured: (1) In the case of distribution by purchase, redemption or other acquisition of a membership interest or financial rights in an LLC, as of the date money or other property is transferred or debt incurred by the LLC; and (2) In all other cases, as of the date the: (A) Distribution is authorized, if the payment occurs within four (4) months after the date of authorization; or (B) Payment is made, if it occurs more than four (4) months after the date of authorization. (d) Parity of indebtedness. Indebtedness of an LLC to a member or holder of financial rights, or indebtedness incurred by reason of a distribution made in accordance with this section, is at parity with the LLC's indebtedness to its general, unsecured creditors, except to the extent such indebtedness is subordinated by agreement, or, in the event of dissolution and liquidation, to the extent otherwise provided in § 48-249-620 . (e) Status as liability. Indebtedness of an LLC, including indebtedness issued in connection with, or as part of, a distribution, is not considered a liability for purposes of determinations under subsection (a), if its terms provide that payment of principal and interest are made only if, and to the extent that, payment of a distribution to members and holders of financial rights could then be made under this section. (f) Treatment of payments. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. Acts 2005, ch. 286, § 1.
(a) Restriction on distributions. No distribution may be made by an LLC, if, after giving effect to the distribution: (1) The LLC would not be able to pay its debts as they become due in the ordinary course of business; or (2) The LLC's total assets would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the LLC were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members and holders of financial rights, whose preferential rights are superior to those receiving the distribution; provided, however, that the value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the total assets of the LLC, only to the extent that the value of the property exceeds such liability.
(1) The LLC would not be able to pay its debts as they become due in the ordinary course of business; or
(2) The LLC's total assets would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the LLC were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members and holders of financial rights, whose preferential rights are superior to those receiving the distribution; provided, however, that the value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the total assets of the LLC, only to the extent that the value of the property exceeds such liability.
(b) Basis for determination. An LLC may base a determination that a distribution is not prohibited under subsection (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances, or on a fair valuation or other method that is reasonable in the circumstances.
(c) Timing of determination. Except as otherwise provided in subsection (f), the effect of a distribution under subsection (a) is measured: (1) In the case of distribution by purchase, redemption or other acquisition of a membership interest or financial rights in an LLC, as of the date money or other property is transferred or debt incurred by the LLC; and (2) In all other cases, as of the date the: (A) Distribution is authorized, if the payment occurs within four (4) months after the date of authorization; or (B) Payment is made, if it occurs more than four (4) months after the date of authorization.
(1) In the case of distribution by purchase, redemption or other acquisition of a membership interest or financial rights in an LLC, as of the date money or other property is transferred or debt incurred by the LLC; and
(2) In all other cases, as of the date the: (A) Distribution is authorized, if the payment occurs within four (4) months after the date of authorization; or (B) Payment is made, if it occurs more than four (4) months after the date of authorization.
(A) Distribution is authorized, if the payment occurs within four (4) months after the date of authorization; or
(B) Payment is made, if it occurs more than four (4) months after the date of authorization.
(d) Parity of indebtedness. Indebtedness of an LLC to a member or holder of financial rights, or indebtedness incurred by reason of a distribution made in accordance with this section, is at parity with the LLC's indebtedness to its general, unsecured creditors, except to the extent such indebtedness is subordinated by agreement, or, in the event of dissolution and liquidation, to the extent otherwise provided in § 48-249-620 .
(e) Status as liability. Indebtedness of an LLC, including indebtedness issued in connection with, or as part of, a distribution, is not considered a liability for purposes of determinations under subsection (a), if its terms provide that payment of principal and interest are made only if, and to the extent that, payment of a distribution to members and holders of financial rights could then be made under this section.
(f) Treatment of payments. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-65-302 — TN Code / Title 48 / Chapter 65 / Section 48-65-302
Procedures for and effect of revocation
Status: in_force

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-65-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with written notice of the secretary of state's determination under § 48-65-110 , except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-65-301(5) and a certificate of revocation may be sent without the two-month waiting period required by subsection (b). (b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under § 48-65-110 , the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under § 48-65-110 , except that the certificate may be sent by first class mail. (c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with § 48-55-105 . (e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. Acts 1987, ch. 242, § 15.31; 1989, ch. 445, § 21.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-65-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with written notice of the secretary of state's determination under § 48-65-110 , except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-65-301(5) and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).
(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under § 48-65-110 , the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under § 48-65-110 , except that the certificate may be sent by first class mail.
(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with § 48-55-105 .
(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Acts 1987, ch. 242, § 15.31; 1989, ch. 445, § 21.
Tenn. Code Ann. § 48-25-108 — TN Code / Title 48 / Chapter 25 / Section 48-25-108
Change of registered office or registered agent of foreign corporation
Status: in_force

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) Its name; (2) If the current registered office is to be changed, the street address, including the zip code, of its new registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office), and the county in which the office is located; (3) If the current registered agent is to be changed, the name of its new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (b) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any foreign corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile), and delivering to the secretary of state for filing, a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change. (c) Each foreign corporation authorized to transact business in this state shall comply with § 48-15-101(b) . Amended by 2014 Tenn. Acts, ch. 783,s 6, eff. 7/1/2014. Acts 1986, ch. 887, § 15.08; 1987, ch. 273, §§ 40, 48; 1991, ch. 188, § 11; 2012, ch. 1051, § 52.
(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) Its name; (2) If the current registered office is to be changed, the street address, including the zip code, of its new registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office), and the county in which the office is located; (3) If the current registered agent is to be changed, the name of its new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(1) Its name;
(2) If the current registered office is to be changed, the street address, including the zip code, of its new registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office), and the county in which the office is located;
(3) If the current registered agent is to be changed, the name of its new registered agent; and
(4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any foreign corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile), and delivering to the secretary of state for filing, a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
(c) Each foreign corporation authorized to transact business in this state shall comply with § 48-15-101(b) .
Amended by 2014 Tenn. Acts, ch. 783,s 6, eff. 7/1/2014.
Acts 1986, ch. 887, § 15.08; 1987, ch. 273, §§ 40, 48; 1991, ch. 188, § 11; 2012, ch. 1051, § 52.
Tenn. Code Ann. § 48-23-207 — TN Code / Title 48 / Chapter 23 / Section 48-23-207
Failure to take action
Status: in_force

(a) If the corporation does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. (b) If, after returning deposited certificates and releasing transfer restrictions, the corporation effectuates the proposed action, it must send a new dissenters' notice under § 48-23-203 and repeat the payment demand procedure. Acts 1986, ch. 887, § 13.26.
(a) If the corporation does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(b) If, after returning deposited certificates and releasing transfer restrictions, the corporation effectuates the proposed action, it must send a new dissenters' notice under § 48-23-203 and repeat the payment demand procedure.
Acts 1986, ch. 887, § 13.26.
Tenn. Code Ann. § 48-102-301 — TN Code / Title 48 / Chapter 102 / Section 48-102-301
Ownership of real property
Status: in_force

The officers and members of a lodge of the order of Knights of Pythias may purchase, own, hold, or take, by deed or otherwise, such quantity of ground or real estate for the purpose of building a hall, or edifice, or for a burial place, as may be deemed necessary by such officers and members, or to purchase, own, hold, or take, by deed or otherwise, a lot and building, or lots and buildings, for the purpose of converting the same into and using the same as a suitable hall. The deed, or other instrument, shall vest the legal and equitable title to the real estate in such officers and members and their successors, in the name of the lodge, and for its use and benefit. Acts 1905, ch. 141, § 1; Shan., § 2577a1; mod. Code 1932, § 4416; T.C.A. (orig. ed.), §§ 48-1516, 48-4-301.
The officers and members of a lodge of the order of Knights of Pythias may purchase, own, hold, or take, by deed or otherwise, such quantity of ground or real estate for the purpose of building a hall, or edifice, or for a burial place, as may be deemed necessary by such officers and members, or to purchase, own, hold, or take, by deed or otherwise, a lot and building, or lots and buildings, for the purpose of converting the same into and using the same as a suitable hall. The deed, or other instrument, shall vest the legal and equitable title to the real estate in such officers and members and their successors, in the name of the lodge, and for its use and benefit.
Acts 1905, ch. 141, § 1; Shan., § 2577a1; mod. Code 1932, § 4416; T.C.A. (orig. ed.), §§ 48-1516, 48-4-301.
Tenn. Code Ann. § 48-247-111 — TN Code / Title 48 / Chapter 247 / Section 48-247-111
Certificate of existence
Status: in_force

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state. (b) A certificate of existence or authorization sets forth: (1) The domestic LLC's name or the foreign LLC's name used in this state; (2) That: (A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or (B) The foreign LLC is authorized to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC; (4) That its most recent annual report required by § 48-228-203 has been filed with the secretary of state; (5) (A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective; (B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing. Acts 2010, ch. 742, § 4.
(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state.
(b) A certificate of existence or authorization sets forth: (1) The domestic LLC's name or the foreign LLC's name used in this state; (2) That: (A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or (B) The foreign LLC is authorized to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC; (4) That its most recent annual report required by § 48-228-203 has been filed with the secretary of state; (5) (A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective; (B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(1) The domestic LLC's name or the foreign LLC's name used in this state;
(2) That: (A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or (B) The foreign LLC is authorized to transact business in this state;
(A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or
(B) The foreign LLC is authorized to transact business in this state;
(3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC;
(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment allows: (i) Administrative dissolution of a domestic LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC;
(i) Administrative dissolution of a domestic LLC; or
(ii) Administrative revocation of the certificate of authority of a foreign LLC;
(4) That its most recent annual report required by § 48-228-203 has been filed with the secretary of state;
(5) (A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective; (B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;
(i) That articles of termination have not been filed and a decree of termination has not been filed; and
(ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;
(B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(i) That a certificate of cancellation of certificate of authority has not been filed; and
(ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and
(7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing.
Acts 2010, ch. 742, § 4.
Tenn. Code Ann. § 48-249-1129 — TN Code / Title 48 / Chapter 249 / Section 48-249-1129
Rules
Status: in_force

Each licensing authority is empowered to promulgate rules expressly authorized by this part if the rules are consistent with the public interest or required by the public health or welfare, or by generally recognized standards of professional conduct. Acts 2005, ch. 286, § 1.
Each licensing authority is empowered to promulgate rules expressly authorized by this part if the rules are consistent with the public interest or required by the public health or welfare, or by generally recognized standards of professional conduct.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-220-101 — TN Code / Title 48 / Chapter 220 / Section 48-220-101
Sharing of profits and losses
Status: in_force

Unless otherwise provided in the articles or operating agreement, the profits and losses of an LLC must be allocated equally among the members. Acts 1994, ch. 868, § 1.
Unless otherwise provided in the articles or operating agreement, the profits and losses of an LLC must be allocated equally among the members.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-245-302 — TN Code / Title 48 / Chapter 245 / Section 48-245-302
Procedure for and effect of administrative dissolution
Status: in_force

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-245-301 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination in accordance with §§ 48-208-104 and 48-208-105 , except that such determination may be sent by first class mail. (b) If the LLC does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication in accordance with §§ 48-208-104 and 48-208-105 , the secretary of state shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC in accordance with §§ 48-208-104 and 48-208-105 , except that the certificate may be sent by first class mail. (c) An LLC administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-245-501 and notify claimants under § 48-245-502 . (d) The administrative dissolution of an LLC does not terminate the authority of its registered agent. Acts 1994, ch. 868, § 1.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-245-301 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination in accordance with §§ 48-208-104 and 48-208-105 , except that such determination may be sent by first class mail.
(b) If the LLC does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication in accordance with §§ 48-208-104 and 48-208-105 , the secretary of state shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC in accordance with §§ 48-208-104 and 48-208-105 , except that the certificate may be sent by first class mail.
(c) An LLC administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-245-501 and notify claimants under § 48-245-502 .
(d) The administrative dissolution of an LLC does not terminate the authority of its registered agent.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-611 — TN Code / Title 48 / Chapter 101 / Section 48-101-611
Required statement to appear on each share certificate
Status: in_force

(a) The following statement must appear conspicuously on each share certificate issued by a professional corporation: The transfer of shares of a professional corporation is restricted by the Tennessee Professional Corporation Act, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation. (b) Within a reasonable time after the issuance or transfer of shares of a professional corporation that do not contain such statement, the corporation shall send the shareholders a written notice containing the statement required by subsection (a). Acts 1992, ch. 698, § 1; T.C.A., § 48-3-611.
(a) The following statement must appear conspicuously on each share certificate issued by a professional corporation: The transfer of shares of a professional corporation is restricted by the Tennessee Professional Corporation Act, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation.
The transfer of shares of a professional corporation is restricted by the Tennessee Professional Corporation Act, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation.
(b) Within a reasonable time after the issuance or transfer of shares of a professional corporation that do not contain such statement, the corporation shall send the shareholders a written notice containing the statement required by subsection (a).
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-611.
Tenn. Code Ann. § 48-102-403 — TN Code / Title 48 / Chapter 102 / Section 48-102-403
Execution of mortgages and evidences of indebtedness - Liability of members
Status: in_force

(a) The commander of the post has the authority and power to execute and issue the evidence of indebtedness and to execute any mortgage, deed of trust, transfer, or other such conveyance, whenever the commander has been instructed by a regular meeting or meetings called upon ten (10) days' written notice to all members of the post, for that purpose, so to do. All such evidence of indebtedness, mortgages, deeds of trust, or other conveyances shall be executed by such commander in the name of the post, and shall be attested by the adjutant of such post. (b) Neither the commander, nor the adjutant, nor any member of the post, shall be individually liable for any of the indebtedness incurred by authority of this part. Acts 1925, ch. 152, § 3; Shan. Supp., § 2577a16; Code 1932, § 4430; T.C.A. (orig. ed.), §§ 48-1521, 48-4-403.
(a) The commander of the post has the authority and power to execute and issue the evidence of indebtedness and to execute any mortgage, deed of trust, transfer, or other such conveyance, whenever the commander has been instructed by a regular meeting or meetings called upon ten (10) days' written notice to all members of the post, for that purpose, so to do. All such evidence of indebtedness, mortgages, deeds of trust, or other conveyances shall be executed by such commander in the name of the post, and shall be attested by the adjutant of such post.
(b) Neither the commander, nor the adjutant, nor any member of the post, shall be individually liable for any of the indebtedness incurred by authority of this part.
Acts 1925, ch. 152, § 3; Shan. Supp., § 2577a16; Code 1932, § 4430; T.C.A. (orig. ed.), §§ 48-1521, 48-4-403.
Tenn. Code Ann. § 48-246-601 — TN Code / Title 48 / Chapter 246 / Section 48-246-601
Transaction of business without certificate of authority
Status: in_force

(a) A foreign LLC transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign LLC that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on behalf of its predecessor based on an assigned cause of action in any court in this state until the foreign LLC or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign LLC, its successor or assignee, until it determines whether the foreign LLC or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate. (d) A foreign LLC doing business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part thereof during which the foreign LLC failed to have such certificate of authority. (e) An application for a certificate of authority by a foreign LLC which has transacted business in this state without a certificate of authority shall not be filed by the secretary of state until all amounts due under subsection (d) have been paid. (f) Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair: (1) The validity of any contract or act of the foreign LLC; (2) The right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (3) The foreign LLC from defending any action, suit, or proceeding in any court of the state of Tennessee. (g) A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC solely by reason of the company's having transacted business in this state without a valid certificate of authority. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 84.
(a) A foreign LLC transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign LLC that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on behalf of its predecessor based on an assigned cause of action in any court in this state until the foreign LLC or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign LLC, its successor or assignee, until it determines whether the foreign LLC or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate.
(d) A foreign LLC doing business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part thereof during which the foreign LLC failed to have such certificate of authority.
(e) An application for a certificate of authority by a foreign LLC which has transacted business in this state without a certificate of authority shall not be filed by the secretary of state until all amounts due under subsection (d) have been paid.
(f) Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair: (1) The validity of any contract or act of the foreign LLC; (2) The right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (3) The foreign LLC from defending any action, suit, or proceeding in any court of the state of Tennessee.
(1) The validity of any contract or act of the foreign LLC;
(2) The right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or
(3) The foreign LLC from defending any action, suit, or proceeding in any court of the state of Tennessee.
(g) A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC solely by reason of the company's having transacted business in this state without a valid certificate of authority.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 84.
Tenn. Code Ann. § 48-23-206 — TN Code / Title 48 / Chapter 23 / Section 48-23-206
Payment
Status: in_force

(a) Except as provided in § 48-23-208 , as soon as the proposed corporate action is effectuated, or upon receipt of a payment demand, whichever is later, the corporation shall pay each dissenter who complied with § 48-23-204 the amount the corporation estimates to be the fair value of each dissenter's shares, plus accrued interest. (b) The payment must be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (2) A statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to § 48-23-203(b)(2)(C) ; (3) An explanation of how the interest was calculated; (4) A statement of the dissenter's right to demand payment under § 48-23-209 ; and (5) A copy of this chapter if the corporation has not previously sent a copy of this chapter to the shareholder pursuant to § 48-23-201 or § 48-23-203 . Amended by 2015 Tenn. Acts, ch. 60,s 4, eff. 4/6/2015. Acts 1986, ch. 887, § 13.25.
(a) Except as provided in § 48-23-208 , as soon as the proposed corporate action is effectuated, or upon receipt of a payment demand, whichever is later, the corporation shall pay each dissenter who complied with § 48-23-204 the amount the corporation estimates to be the fair value of each dissenter's shares, plus accrued interest.
(b) The payment must be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (2) A statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to § 48-23-203(b)(2)(C) ; (3) An explanation of how the interest was calculated; (4) A statement of the dissenter's right to demand payment under § 48-23-209 ; and (5) A copy of this chapter if the corporation has not previously sent a copy of this chapter to the shareholder pursuant to § 48-23-201 or § 48-23-203 .
(1) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(2) A statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to § 48-23-203(b)(2)(C) ;
(3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under § 48-23-209 ; and
(5) A copy of this chapter if the corporation has not previously sent a copy of this chapter to the shareholder pursuant to § 48-23-201 or § 48-23-203 .
Amended by 2015 Tenn. Acts, ch. 60,s 4, eff. 4/6/2015.
Acts 1986, ch. 887, § 13.25.
Tenn. Code Ann. § 48-64-202 — TN Code / Title 48 / Chapter 64 / Section 48-64-202
Procedure for and effect of administrative dissolution
Status: in_force

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-64-201 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of the secretary of state's determination under §§ 48-55-104 and 48-55-105 , except that such determination may be sent by first class mail, and in the case of a public benefit corporation, shall notify the attorney general and reporter in writing. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the notice is perfected under §§ 48-55-104 and 48-55-105 , the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under §§ 48-55-104 and 48-55-105 , except that the certificate may be sent by first class mail. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except that necessary to wind up and liquidate its assets and affairs under § 48-64-106 and notify claimants under §§ 48-64-107 and 48-64-108 . (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. Acts 1987, ch. 242, § 14.21; 1989, ch. 445, § 13.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-64-201 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of the secretary of state's determination under §§ 48-55-104 and 48-55-105 , except that such determination may be sent by first class mail, and in the case of a public benefit corporation, shall notify the attorney general and reporter in writing.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the notice is perfected under §§ 48-55-104 and 48-55-105 , the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under §§ 48-55-104 and 48-55-105 , except that the certificate may be sent by first class mail.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except that necessary to wind up and liquidate its assets and affairs under § 48-64-106 and notify claimants under §§ 48-64-107 and 48-64-108 .
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Acts 1987, ch. 242, § 14.21; 1989, ch. 445, § 13.
Tenn. Code Ann. § 48-231-301 — TN Code / Title 48 / Chapter 231 / Section 48-231-301
Court action
Status: in_force

(a) If a demand for payment under § 48-231-209 remains unsettled, the LLC shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the LLC does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The LLC shall commence the proceeding in a court of record having equity jurisdiction in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located. If the LLC is a foreign LLC without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic LLC merged with, or whose membership interests were acquired by, the foreign LLC was located. (c) The LLC shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their membership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (e) Each dissenter made a party to the proceeding is entitled to judgment: (1) For the amount, if any, by which the court finds the fair value of the dissenter's membership interest plus accrued interest exceeds the amount paid by the LLC; or (2) For the fair value, plus accrued interest, of such dissenter's after-acquired membership interests for which the LLC elected to withhold payment under § 48-231-208 . (f) The LLC is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's membership interest, plus accrued interest, is less than the amount paid by the LLC to each dissenter. Acts 1994, ch. 868, § 1.
(a) If a demand for payment under § 48-231-209 remains unsettled, the LLC shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the LLC does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The LLC shall commence the proceeding in a court of record having equity jurisdiction in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located. If the LLC is a foreign LLC without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic LLC merged with, or whose membership interests were acquired by, the foreign LLC was located.
(c) The LLC shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their membership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to judgment: (1) For the amount, if any, by which the court finds the fair value of the dissenter's membership interest plus accrued interest exceeds the amount paid by the LLC; or (2) For the fair value, plus accrued interest, of such dissenter's after-acquired membership interests for which the LLC elected to withhold payment under § 48-231-208 .
(1) For the amount, if any, by which the court finds the fair value of the dissenter's membership interest plus accrued interest exceeds the amount paid by the LLC; or
(2) For the fair value, plus accrued interest, of such dissenter's after-acquired membership interests for which the LLC elected to withhold payment under § 48-231-208 .
(f) The LLC is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's membership interest, plus accrued interest, is less than the amount paid by the LLC to each dissenter.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-24-109 — TN Code / Title 48 / Chapter 24 / Section 48-24-109
Discharge or reasonable provision to be made for payment of claims - Liability of directors
Status: in_force

(a) Directors shall cause a dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved corporation that has disposed of claims under § 48-24-106 or § 48-24-107 shall not be liable for breach of subsection (a) with respect to claims against the dissolved corporation that are barred or satisfied under § 48-24-106 or § 48-24-107 . Added by 2015 Tenn. Acts, ch. 60,s 5, eff. 4/6/2015.
(a) Directors shall cause a dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.
(b) Directors of a dissolved corporation that has disposed of claims under § 48-24-106 or § 48-24-107 shall not be liable for breach of subsection (a) with respect to claims against the dissolved corporation that are barred or satisfied under § 48-24-106 or § 48-24-107 .
Added by 2015 Tenn. Acts, ch. 60,s 5, eff. 4/6/2015.
Tenn. Code Ann. § 48-245-901 — TN Code / Title 48 / Chapter 245 / Section 48-245-901
Judicial intervention and dissolution
Status: in_force

A court may grant any equitable relief it considers just and reasonable in the circumstances or may dissolve an LLC and/or direct that the dissolved entity be merged into another or new LLC or other entity on the terms and conditions the court deems equitable. Acts 1994, ch. 868, § 1.
A court may grant any equitable relief it considers just and reasonable in the circumstances or may dissolve an LLC and/or direct that the dissolved entity be merged into another or new LLC or other entity on the terms and conditions the court deems equitable.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-236-104 — TN Code / Title 48 / Chapter 236 / Section 48-236-104
Status as a creditor
Status: in_force

At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a general, unsecured creditor of the LLC with respect to the distribution. The articles or an operating agreement may provide for the establishment of a record date with respect to allocations and distributions by an LLC. Acts 1994, ch. 868, § 1.
At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a general, unsecured creditor of the LLC with respect to the distribution. The articles or an operating agreement may provide for the establishment of a record date with respect to allocations and distributions by an LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1132 — TN Code / Title 48 / Chapter 249 / Section 48-249-1132
Reservation of power to amend or repeal
Status: in_force

The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign PLLCs that are subject to this part are governed by the amendment or repeal. Acts 2005, ch. 286, § 1.
The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign PLLCs that are subject to this part are governed by the amendment or repeal.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-241-110 — TN Code / Title 48 / Chapter 241 / Section 48-241-110
Delegation
Status: in_force

Unless prohibited by the articles, the operating agreement, or by a resolution: (1) Adopted by the affirmative vote of the governors present at a duly held meeting of a board-managed liability company; or (2) Approved by the affirmative vote of a majority of the membership interest entitled to vote at a duly held meeting of the members of a member-managed LLC; a manager elected or appointed may, without further approval, delegate some or all of the duties and powers of an office to other persons. A manager who delegates the duties or powers of an office remains subject to the standard of conduct for a manager with respect to the discharge of all duties and powers so delegated. Acts 1994, ch. 868, § 1.
Unless prohibited by the articles, the operating agreement, or by a resolution:
(1) Adopted by the affirmative vote of the governors present at a duly held meeting of a board-managed liability company; or
(2) Approved by the affirmative vote of a majority of the membership interest entitled to vote at a duly held meeting of the members of a member-managed LLC; a manager elected or appointed may, without further approval, delegate some or all of the duties and powers of an office to other persons. A manager who delegates the duties or powers of an office remains subject to the standard of conduct for a manager with respect to the discharge of all duties and powers so delegated.
a manager elected or appointed may, without further approval, delegate some or all of the duties and powers of an office to other persons. A manager who delegates the duties or powers of an office remains subject to the standard of conduct for a manager with respect to the discharge of all duties and powers so delegated.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-701 — TN Code / Title 48 / Chapter 249 / Section 48-249-701
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Domestic entity" means any entity formed under the laws of this state; (2) "Foreign entity" means any entity formed under the laws of any state of the United States other than this state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction; and (3) "Other entity" and "another entity" mean any domestic entity, other than a domestic LLC, or foreign entity, whether formed under the laws of this state, the laws of any other state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction. Acts 2005, ch. 286, § 1.
As used in this part, unless the context otherwise requires:
(1) "Domestic entity" means any entity formed under the laws of this state;
(2) "Foreign entity" means any entity formed under the laws of any state of the United States other than this state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction; and
(3) "Other entity" and "another entity" mean any domestic entity, other than a domestic LLC, or foreign entity, whether formed under the laws of this state, the laws of any other state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-62-102 — TN Code / Title 48 / Chapter 62 / Section 48-62-102
Sale of assets other than in regular course of activities
Status: in_force

(a) (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) other than in the usual and regular course of its activities, on the terms and conditions and for the consideration determined by the corporation's board, if the proposed transaction is authorized by subsection (b). (2) The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without good will) of one (1) or more subsidiaries of a corporation in which such corporation possesses at least eighty percent (80%) of the total combined voting power of the corporation, or of all classes of membership otherwise entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of the corporation. (b) Unless chapters 51-68 of this title, the charter, bylaws, or the board of directors or members (acting pursuant to subsection (d)) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) By the board; (2) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by the charter authorized by § 48-60-301 for an amendment to the charter or bylaws. (c) If the corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved and be approved in writing by any person or persons whose approval is required by the charter. The notice required by § 48-58-203(c) of any directors' meeting at which such approval is to be obtained must state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis. (e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the notice required by § 48-57-105 must state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (f) If approval by the members by written consent or written ballot is required, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (g) A public benefit corporation must give written notice to the attorney general and reporter at least forty-five (45) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the attorney general and reporter has given the corporation a written waiver of this subsection (g). (h) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. Amended by 2014 Tenn. Acts, ch. 899,s 74, eff. 1/1/2015. Acts 1987, ch. 242, § 12.02.
(a) (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) other than in the usual and regular course of its activities, on the terms and conditions and for the consideration determined by the corporation's board, if the proposed transaction is authorized by subsection (b). (2) The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without good will) of one (1) or more subsidiaries of a corporation in which such corporation possesses at least eighty percent (80%) of the total combined voting power of the corporation, or of all classes of membership otherwise entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of the corporation.
(1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) other than in the usual and regular course of its activities, on the terms and conditions and for the consideration determined by the corporation's board, if the proposed transaction is authorized by subsection (b).
(2) The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without good will) of one (1) or more subsidiaries of a corporation in which such corporation possesses at least eighty percent (80%) of the total combined voting power of the corporation, or of all classes of membership otherwise entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of the corporation.
(b) Unless chapters 51-68 of this title, the charter, bylaws, or the board of directors or members (acting pursuant to subsection (d)) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) By the board; (2) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by the charter authorized by § 48-60-301 for an amendment to the charter or bylaws.
(1) By the board;
(2) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by the charter authorized by § 48-60-301 for an amendment to the charter or bylaws.
(c) If the corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved and be approved in writing by any person or persons whose approval is required by the charter. The notice required by § 48-58-203(c) of any directors' meeting at which such approval is to be obtained must state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.
(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the notice required by § 48-57-105 must state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(f) If approval by the members by written consent or written ballot is required, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.
(g) A public benefit corporation must give written notice to the attorney general and reporter at least forty-five (45) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the attorney general and reporter has given the corporation a written waiver of this subsection (g).
(h) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.
Amended by 2014 Tenn. Acts, ch. 899,s 74, eff. 1/1/2015.
Acts 1987, ch. 242, § 12.02.
Tenn. Code Ann. § 48-249-116 — TN Code / Title 48 / Chapter 249 / Section 48-249-116
LLC as legal entity
Status: in_force

An LLC is a legal entity distinct from its members. Acts 2005, ch. 286, § 1.
An LLC is a legal entity distinct from its members.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-216-101 — TN Code / Title 48 / Chapter 216 / Section 48-216-101
Termination of membership interest
Status: in_force

(a) Member's Power to Terminate Membership. If an LLC formed prior to July 1, 1999, has, pursuant to § 48-245-101(c)(1) , eliminated as events of dissolution all of the events enumerated in § 48-245-101(a)(5)(A)-(J) , unless otherwise provided by the articles or operating agreement, no member shall have the power or right to perform an event enumerated in § 48-245-101(a)(5)(B), (a)(5)(C), or (a)(5)(J) or the right to perform an event enumerated in § 48-245-101(a)(5)(G) or (a)(5)(H) . Except as provided above, a member always has the power, though not necessarily the right, to terminate membership by withdrawing at any time. Unless otherwise provided in chapters 201-248 of this title, the articles, operating agreement, or the events enumerated in § 48-245-101(a)(5)(A), (D), (E) and (I) , any other withdrawal or termination shall be deemed wrongful. (b) When Expulsion Permitted. Unless otherwise provided in the articles, a member may not be expelled. (c) Effect of Termination of Membership on the Governance Rights of the Terminated Member. If, for any reason, the continued membership of a member is terminated: (1) If the existence and business of the LLC is continued, then the member whose membership has terminated loses all governance rights and will be considered merely an assignee of the financial rights owned before the termination of membership; and (2) Unless the articles or operating agreement provide otherwise, if the existence and business of the LLC is not continued, the member whose continued membership has terminated, except through wrongful withdrawal or wrongful termination, retains all governance rights owned before the termination of the membership and may exercise those rights through the winding up and termination of the LLC. (d) Additional Effects If Termination of Membership Is Wrongful. If a member withdraws in contravention of the articles or an operating agreement then: (1) The member who has wrongfully withdrawn forfeits governance rights in the winding up and termination process or in the continued business; and (2) The member who has wrongfully withdrawn is liable to all the other members and to the LLC to the extent damaged, including the loss of foregone profits, by the wrongful withdrawal. Such damages may be offset against any amount to be paid to the wrongfully withdrawing or terminating member by the LLC. (e) Value If LLC Is Continued. If the business and existence of the LLC are continued, any withdrawing or terminating member, whether such withdrawal or termination was wrongful or otherwise, is entitled to receive, subject to subsection (d), the lesser of the fair market value of the withdrawing or terminating member's interest determined on a going concern basis or the fair market value of the withdrawing member's interest determined on a liquidation basis. (f) Value If LLC Terminates. Except as provided in subsection (d), if the business and existence of the LLC are not continued, then any withdrawing or terminating member, whether such withdrawal or termination was wrongful or otherwise, is entitled to receive that member's distribution under § 48-245-1101 . (g) Terms of Payment. Except as provided in the articles or operating agreement, any amount to which a withdrawing or terminating member is entitled under subsection (e) or (f) shall be paid to such withdrawing or terminating member within six (6) months of the determination of such amount. (h) Modification by Articles or Operating Agreement. Notwithstanding other provisions in this section, the articles or operating agreement may establish the amount to be paid a withdrawing or terminating member or a method for establishing such amount and may also establish the terms of payment of such amount. Such established amount, or the method of determining such amount, and such established terms of payment shall control. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 16-21; 1999, ch. 455, §§ 8 - 12.
(a) Member's Power to Terminate Membership. If an LLC formed prior to July 1, 1999, has, pursuant to § 48-245-101(c)(1) , eliminated as events of dissolution all of the events enumerated in § 48-245-101(a)(5)(A)-(J) , unless otherwise provided by the articles or operating agreement, no member shall have the power or right to perform an event enumerated in § 48-245-101(a)(5)(B), (a)(5)(C), or (a)(5)(J) or the right to perform an event enumerated in § 48-245-101(a)(5)(G) or (a)(5)(H) . Except as provided above, a member always has the power, though not necessarily the right, to terminate membership by withdrawing at any time. Unless otherwise provided in chapters 201-248 of this title, the articles, operating agreement, or the events enumerated in § 48-245-101(a)(5)(A), (D), (E) and (I) , any other withdrawal or termination shall be deemed wrongful.
(b) When Expulsion Permitted. Unless otherwise provided in the articles, a member may not be expelled.
(c) Effect of Termination of Membership on the Governance Rights of the Terminated Member. If, for any reason, the continued membership of a member is terminated: (1) If the existence and business of the LLC is continued, then the member whose membership has terminated loses all governance rights and will be considered merely an assignee of the financial rights owned before the termination of membership; and (2) Unless the articles or operating agreement provide otherwise, if the existence and business of the LLC is not continued, the member whose continued membership has terminated, except through wrongful withdrawal or wrongful termination, retains all governance rights owned before the termination of the membership and may exercise those rights through the winding up and termination of the LLC.
(1) If the existence and business of the LLC is continued, then the member whose membership has terminated loses all governance rights and will be considered merely an assignee of the financial rights owned before the termination of membership; and
(2) Unless the articles or operating agreement provide otherwise, if the existence and business of the LLC is not continued, the member whose continued membership has terminated, except through wrongful withdrawal or wrongful termination, retains all governance rights owned before the termination of the membership and may exercise those rights through the winding up and termination of the LLC.
(d) Additional Effects If Termination of Membership Is Wrongful. If a member withdraws in contravention of the articles or an operating agreement then: (1) The member who has wrongfully withdrawn forfeits governance rights in the winding up and termination process or in the continued business; and (2) The member who has wrongfully withdrawn is liable to all the other members and to the LLC to the extent damaged, including the loss of foregone profits, by the wrongful withdrawal. Such damages may be offset against any amount to be paid to the wrongfully withdrawing or terminating member by the LLC.
(1) The member who has wrongfully withdrawn forfeits governance rights in the winding up and termination process or in the continued business; and
(2) The member who has wrongfully withdrawn is liable to all the other members and to the LLC to the extent damaged, including the loss of foregone profits, by the wrongful withdrawal. Such damages may be offset against any amount to be paid to the wrongfully withdrawing or terminating member by the LLC.
(e) Value If LLC Is Continued. If the business and existence of the LLC are continued, any withdrawing or terminating member, whether such withdrawal or termination was wrongful or otherwise, is entitled to receive, subject to subsection (d), the lesser of the fair market value of the withdrawing or terminating member's interest determined on a going concern basis or the fair market value of the withdrawing member's interest determined on a liquidation basis.
(f) Value If LLC Terminates. Except as provided in subsection (d), if the business and existence of the LLC are not continued, then any withdrawing or terminating member, whether such withdrawal or termination was wrongful or otherwise, is entitled to receive that member's distribution under § 48-245-1101 .
(g) Terms of Payment. Except as provided in the articles or operating agreement, any amount to which a withdrawing or terminating member is entitled under subsection (e) or (f) shall be paid to such withdrawing or terminating member within six (6) months of the determination of such amount.
(h) Modification by Articles or Operating Agreement. Notwithstanding other provisions in this section, the articles or operating agreement may establish the amount to be paid a withdrawing or terminating member or a method for establishing such amount and may also establish the terms of payment of such amount. Such established amount, or the method of determining such amount, and such established terms of payment shall control.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 16-21; 1999, ch. 455, §§ 8 - 12.
Tenn. Code Ann. § 48-236-101 — TN Code / Title 48 / Chapter 236 / Section 48-236-101
Sharing of distributions
Status: in_force

Unless otherwise provided in or through the articles or operating agreement, distributions of cash or other assets of an LLC, including distributions on termination of the LLC except as provided in § 48-245-1101 , must be allocated equally among the members. Acts 1994, ch. 868, § 1.
Unless otherwise provided in or through the articles or operating agreement, distributions of cash or other assets of an LLC, including distributions on termination of the LLC except as provided in § 48-245-1101 , must be allocated equally among the members.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-18-405 — TN Code / Title 48 / Chapter 18 / Section 48-18-405
Contract rights of officers
Status: in_force

(a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. Acts 1986, ch. 887, § 8.44.
(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Acts 1986, ch. 887, § 8.44.
Tenn. Code Ann. § 48-61-116 — TN Code / Title 48 / Chapter 61 / Section 48-61-116
Plan of for-profit conversion - Contents of plan
Status: in_force

(a) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion. (b) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a foreign business corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion shall be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion in the manner provided in this section. (c) The plan of for-profit conversion must include: (1) The terms and conditions of the conversion; (2) The manner and basis of: (A) Issuing at least one (1) share in the corporation following its conversion, and (B) Reclassifying the memberships of the corporation following its conversion into shares, if any, or securities, obligations, rights to acquire shares or securities, cash, other property, or any combination of the foregoing; (3) Any desired amendments to or restatements of the charter or organic documents of the corporation following its conversion; and (4) If the domestic nonprofit corporation is to be converted to a foreign for-profit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion. (d) The plan of for-profit conversion may also include a provision that the plan may be amended prior to filing articles of for-profit conversion, except that subsequent to approval of the plan by the members the plan may not be amended to change: (1) The amount or kind of shares or securities, obligations, rights to acquire shares or securities, cash, or other property to be received by the members under the plan; (2) The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-60-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect. (e) Terms of a plan of for-profit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-51-301 . (f) If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015. Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
(a) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion.
(b) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic nonprofit corporation may become a foreign business corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion shall be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion in the manner provided in this section.
(c) The plan of for-profit conversion must include: (1) The terms and conditions of the conversion; (2) The manner and basis of: (A) Issuing at least one (1) share in the corporation following its conversion, and (B) Reclassifying the memberships of the corporation following its conversion into shares, if any, or securities, obligations, rights to acquire shares or securities, cash, other property, or any combination of the foregoing; (3) Any desired amendments to or restatements of the charter or organic documents of the corporation following its conversion; and (4) If the domestic nonprofit corporation is to be converted to a foreign for-profit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
(1) The terms and conditions of the conversion;
(2) The manner and basis of: (A) Issuing at least one (1) share in the corporation following its conversion, and (B) Reclassifying the memberships of the corporation following its conversion into shares, if any, or securities, obligations, rights to acquire shares or securities, cash, other property, or any combination of the foregoing;
(A) Issuing at least one (1) share in the corporation following its conversion, and
(B) Reclassifying the memberships of the corporation following its conversion into shares, if any, or securities, obligations, rights to acquire shares or securities, cash, other property, or any combination of the foregoing;
(3) Any desired amendments to or restatements of the charter or organic documents of the corporation following its conversion; and
(4) If the domestic nonprofit corporation is to be converted to a foreign for-profit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
(d) The plan of for-profit conversion may also include a provision that the plan may be amended prior to filing articles of for-profit conversion, except that subsequent to approval of the plan by the members the plan may not be amended to change: (1) The amount or kind of shares or securities, obligations, rights to acquire shares or securities, cash, or other property to be received by the members under the plan; (2) The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-60-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(1) The amount or kind of shares or securities, obligations, rights to acquire shares or securities, cash, or other property to be received by the members under the plan;
(2) The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-60-102 ; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(e) Terms of a plan of for-profit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-51-301 .
(f) If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-69-113 — TN Code / Title 48 / Chapter 69 / Section 48-69-113
Accounting of revenues - Distribution of excess revenues - Prepayment
Status: in_force

(a) With respect to the supplying or furnishing of service by a G&T cooperative, there shall be an accounting of the revenues for any fiscal year that are in excess of the amount necessary to: (1) Defray expenses of the G&T cooperative, including the operation and maintenance of its facilities during the fiscal year; (2) Pay interest and principal obligations of the G&T cooperative coming due in the fiscal year; (3) Finance, or to provide a reserve to finance, the construction or acquisition by the G&T cooperative of additional facilities to the extent determined by the board; (4) Provide a reasonable reserve for working capital; (5) Provide a major maintenance reserve; and (6) Provide a reserve for the payment of indebtedness of the G&T cooperative maturing more than one (1) year after the date of the incurrence of the indebtedness in an amount up to the maximum amount of interest and principal payments to be made during any future fiscal year. (b) Any funds in excess of revenues as described in subsection (a) shall be distributed by the cooperative to patrons in the manner provided for in the bylaws, either: (1) As patronage refunds prorated in accordance with the patronage of the cooperative by the respective patrons paid for during or with respect to the fiscal year; (2) By way of general reductions of rates or other charges; (3) By crediting patrons with having furnished the cooperative capital in amounts equal to the amounts of their patronage not refunded pursuant to subdivision (b)(1) and not used for general reduction of rates or other changes pursuant to subdivision (b)(2), all or any portion of the capital to be redeemable and to be retired at such later time as the board in its sole discretion determines that such will not impair the cooperative's financial condition and will be in the cooperative's best interests; or (4) By any combination of the methods described in subdivisions (b)(1)-(3). (c) Nothing contained in subsection (a) shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the payment becomes due. Acts 2009, ch. 475, § 1.
(a) With respect to the supplying or furnishing of service by a G&T cooperative, there shall be an accounting of the revenues for any fiscal year that are in excess of the amount necessary to: (1) Defray expenses of the G&T cooperative, including the operation and maintenance of its facilities during the fiscal year; (2) Pay interest and principal obligations of the G&T cooperative coming due in the fiscal year; (3) Finance, or to provide a reserve to finance, the construction or acquisition by the G&T cooperative of additional facilities to the extent determined by the board; (4) Provide a reasonable reserve for working capital; (5) Provide a major maintenance reserve; and (6) Provide a reserve for the payment of indebtedness of the G&T cooperative maturing more than one (1) year after the date of the incurrence of the indebtedness in an amount up to the maximum amount of interest and principal payments to be made during any future fiscal year.
(1) Defray expenses of the G&T cooperative, including the operation and maintenance of its facilities during the fiscal year;
(2) Pay interest and principal obligations of the G&T cooperative coming due in the fiscal year;
(3) Finance, or to provide a reserve to finance, the construction or acquisition by the G&T cooperative of additional facilities to the extent determined by the board;
(4) Provide a reasonable reserve for working capital;
(5) Provide a major maintenance reserve; and
(6) Provide a reserve for the payment of indebtedness of the G&T cooperative maturing more than one (1) year after the date of the incurrence of the indebtedness in an amount up to the maximum amount of interest and principal payments to be made during any future fiscal year.
(b) Any funds in excess of revenues as described in subsection (a) shall be distributed by the cooperative to patrons in the manner provided for in the bylaws, either: (1) As patronage refunds prorated in accordance with the patronage of the cooperative by the respective patrons paid for during or with respect to the fiscal year; (2) By way of general reductions of rates or other charges; (3) By crediting patrons with having furnished the cooperative capital in amounts equal to the amounts of their patronage not refunded pursuant to subdivision (b)(1) and not used for general reduction of rates or other changes pursuant to subdivision (b)(2), all or any portion of the capital to be redeemable and to be retired at such later time as the board in its sole discretion determines that such will not impair the cooperative's financial condition and will be in the cooperative's best interests; or (4) By any combination of the methods described in subdivisions (b)(1)-(3).
(1) As patronage refunds prorated in accordance with the patronage of the cooperative by the respective patrons paid for during or with respect to the fiscal year;
(2) By way of general reductions of rates or other charges;
(3) By crediting patrons with having furnished the cooperative capital in amounts equal to the amounts of their patronage not refunded pursuant to subdivision (b)(1) and not used for general reduction of rates or other changes pursuant to subdivision (b)(2), all or any portion of the capital to be redeemable and to be retired at such later time as the board in its sole discretion determines that such will not impair the cooperative's financial condition and will be in the cooperative's best interests; or
(4) By any combination of the methods described in subdivisions (b)(1)-(3).
(c) Nothing contained in subsection (a) shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the payment becomes due.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-18-507 — TN Code / Title 48 / Chapter 18 / Section 48-18-507
Indemnification of officers, employees, and agents
Status: in_force

Unless a corporation's charter provides otherwise: (1) An officer of the corporation who is not a director is entitled to mandatory indemnification under § 48-18-503 , and is entitled to apply for court-ordered indemnification under § 48-18-505 , in each case to the same extent as a director; (2) The corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract. Acts 1986, ch. 887, § 8.56.
Unless a corporation's charter provides otherwise:
(1) An officer of the corporation who is not a director is entitled to mandatory indemnification under § 48-18-503 , and is entitled to apply for court-ordered indemnification under § 48-18-505 , in each case to the same extent as a director;
(2) The corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
Acts 1986, ch. 887, § 8.56.
Tenn. Code Ann. § 48-69-111 — TN Code / Title 48 / Chapter 69 / Section 48-69-111
Chief executive officer
Status: in_force

The board of directors of the G&T cooperative may, but is not required to, appoint a chief executive officer who may have the title of president, and may further appoint one (1) or more vice presidents, one (1) or more assistant secretaries, and one (1) or more assistant treasurers, and may by resolution provide for the creation, appointment and designation of title of other officers that it deems to be necessary or advisable to efficiently conduct the business of the G&T cooperative. Acts 2009, ch. 475, § 1.
The board of directors of the G&T cooperative may, but is not required to, appoint a chief executive officer who may have the title of president, and may further appoint one (1) or more vice presidents, one (1) or more assistant secretaries, and one (1) or more assistant treasurers, and may by resolution provide for the creation, appointment and designation of title of other officers that it deems to be necessary or advisable to efficiently conduct the business of the G&T cooperative.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-204-103 — TN Code / Title 48 / Chapter 204 / Section 48-204-103
Conversion to a professional LLC
Status: in_force

A partnership which converts into a domestic LLC under this chapter may, if the membership and other requirements of chapter 248 of this title are met, be a PLLC. Acts 1994, ch. 868, § 1.
A partnership which converts into a domestic LLC under this chapter may, if the membership and other requirements of chapter 248 of this title are met, be a PLLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-57-102 — TN Code / Title 48 / Chapter 57 / Section 48-57-102
Special meeting
Status: in_force

(a) A corporation with members shall hold a special meeting of members: (1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or (2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under § 48-57-103 or § 48-57-107 , the record date for determining the members entitled to demand a special meeting is the date the first member signs the demand. (c) If a notice for a special meeting demanded under subdivision (a)(2) is not given pursuant to § 48-57-105 within one (1) month after the effective date of the written demand or demands under § 48-51-202 , regardless of the requirements of subsection (d), any person or persons signing the demand or demands may set the time and place of the meeting and give notice pursuant to § 48-57-105 . (d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. (e) Only business within the purpose or purposes described in the meeting notice required by § 48-57-105 may be conducted at a special meeting of members. Acts 1987, ch. 242, § 7.02; 1989, ch. 445, § 6.
(a) A corporation with members shall hold a special meeting of members: (1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or (2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or
(2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) If not otherwise fixed under § 48-57-103 or § 48-57-107 , the record date for determining the members entitled to demand a special meeting is the date the first member signs the demand.
(c) If a notice for a special meeting demanded under subdivision (a)(2) is not given pursuant to § 48-57-105 within one (1) month after the effective date of the written demand or demands under § 48-51-202 , regardless of the requirements of subsection (d), any person or persons signing the demand or demands may set the time and place of the meeting and give notice pursuant to § 48-57-105 .
(d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(e) Only business within the purpose or purposes described in the meeting notice required by § 48-57-105 may be conducted at a special meeting of members.
Acts 1987, ch. 242, § 7.02; 1989, ch. 445, § 6.
Tenn. Code Ann. § 48-21-101 — TN Code / Title 48 / Chapter 21 / Section 48-21-101
Chapter definitions
Status: in_force

As used in this chapter, unless the context otherwise requires: (1) "Converted entity" means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation; (2) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation; (3) "Eligible interests" means interests or memberships; (4) "Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document; (5) "Interest holder" means a person who holds of record an interest; (6) "Membership" means the rights of a member in a domestic or foreign nonprofit corporation; (7) "Participating shares" means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid; (8) "Party to a merger or share exchange" means any domestic or foreign corporation, or eligible entity that will: (A) Merge in a plan of merger; (B) Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or (C) Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange; (9) "Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and (10) "Voting shares" means shares that entitle their holders to vote unconditionally in the election of directors. Acts 1994, ch. 776, § 35; 2006, ch. 620, § 58; 2012, ch. 1051, § 39.
As used in this chapter, unless the context otherwise requires:
(1) "Converted entity" means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation;
(2) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;
(3) "Eligible interests" means interests or memberships;
(4) "Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document;
(5) "Interest holder" means a person who holds of record an interest;
(6) "Membership" means the rights of a member in a domestic or foreign nonprofit corporation;
(7) "Participating shares" means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid;
(8) "Party to a merger or share exchange" means any domestic or foreign corporation, or eligible entity that will: (A) Merge in a plan of merger; (B) Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or (C) Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange;
(A) Merge in a plan of merger;
(B) Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or
(C) Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange;
(9) "Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and
(10) "Voting shares" means shares that entitle their holders to vote unconditionally in the election of directors.
Acts 1994, ch. 776, § 35; 2006, ch. 620, § 58; 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-245-305 — TN Code / Title 48 / Chapter 245 / Section 48-245-305
Articles of termination following administrative dissolution
Status: in_force

(a) When an LLC, which has been administratively dissolved, wishes to terminate its existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth: (1) The name of the LLC; (2) The date that termination of LLC existence was authorized; (3) That the resolution authorizing termination was duly adopted by the members; (4) A copy of the resolution or the written consent authorizing the termination; and (5) That all the assets of the LLC have been distributed to its creditors and members. (b) (1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles: (A) Comply with subsection (a); and (B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. (2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, governors, or managers for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, governors, or managers shall have the power to take such LLC or other action as may be appropriate to protect such remedy, right, or claim. Acts 1994, ch. 868, § 1; 2010, ch. 741, § 29.
(a) When an LLC, which has been administratively dissolved, wishes to terminate its existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth: (1) The name of the LLC; (2) The date that termination of LLC existence was authorized; (3) That the resolution authorizing termination was duly adopted by the members; (4) A copy of the resolution or the written consent authorizing the termination; and (5) That all the assets of the LLC have been distributed to its creditors and members.
(1) The name of the LLC;
(2) The date that termination of LLC existence was authorized;
(3) That the resolution authorizing termination was duly adopted by the members;
(4) A copy of the resolution or the written consent authorizing the termination; and
(5) That all the assets of the LLC have been distributed to its creditors and members.
(b) (1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles: (A) Comply with subsection (a); and (B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. (2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, governors, or managers for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, governors, or managers shall have the power to take such LLC or other action as may be appropriate to protect such remedy, right, or claim.
(1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles: (A) Comply with subsection (a); and (B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(A) Comply with subsection (a); and
(B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, governors, or managers for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, governors, or managers shall have the power to take such LLC or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 29.
Tenn. Code Ann. § 48-201-101 — TN Code / Title 48 / Chapter 201 / Section 48-201-101
Short title
Status: in_force

Chapters 201-248 of this title shall be known and may be cited as the "Tennessee Limited Liability Company Act." Acts 1994, ch. 868, § 1.
Chapters 201-248 of this title shall be known and may be cited as the "Tennessee Limited Liability Company Act."
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-21-113 — TN Code / Title 48 / Chapter 21 / Section 48-21-113
Surrender of charter upon conversion
Status: in_force

(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity; (3) A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the charter; (4) The jurisdiction under the laws of which the survivor will be organized; and (5) If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion. (b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-11-304 . Acts 2012, ch. 1051, § 39.
(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity; (3) A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the charter; (4) The jurisdiction under the laws of which the survivor will be organized; and (5) If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.
(1) The name of the corporation;
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;
(3) A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the charter;
(4) The jurisdiction under the laws of which the survivor will be organized; and
(5) If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-11-304 .
Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-247-105 — TN Code / Title 48 / Chapter 247 / Section 48-247-105
Filing duty of secretary of state
Status: in_force

(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-247-101 , and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-208-103 , and 48-228-203 , the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgment of receipt if no fee is required, attached, to the domestic or foreign LLC or its representative in due course. A domestic or foreign LLC or its representative may present to the office of the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document. (c) If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign LLC or its representative immediately after the document was received for filing, together with a brief, written explanation of the reason for the refusal. (d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy. (e) Any LLC document that meets the requirements of chapters 201-248 of this title and all applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state. Amended by 2020 Tenn. Acts, ch. 719, s 17, eff. 6/22/2020. Acts 1994, ch. 868, § 1.
(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-247-101 , and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.
(b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-208-103 , and 48-228-203 , the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgment of receipt if no fee is required, attached, to the domestic or foreign LLC or its representative in due course. A domestic or foreign LLC or its representative may present to the office of the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document.
(c) If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign LLC or its representative immediately after the document was received for filing, together with a brief, written explanation of the reason for the refusal.
(d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(1) Affect the validity or invalidity of the document in whole or in part;
(2) Relate to the correctness or incorrectness of information contained in the document;
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(e) Any LLC document that meets the requirements of chapters 201-248 of this title and all applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 17, eff. 6/22/2020.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-241-101 — TN Code / Title 48 / Chapter 241 / Section 48-241-101
Managers required
Status: in_force

An LLC must have individuals exercising the functions of the offices, however designated, of chief manager and secretary. Acts 1994, ch. 868, § 1.
An LLC must have individuals exercising the functions of the offices, however designated, of chief manager and secretary.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-58-403 — TN Code / Title 48 / Chapter 58 / Section 48-58-403
Standards of conduct for officers
Status: in_force

(a) An officer with discretionary authority shall discharge all duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interests of the corporation. (b) In discharging such duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) The duty of an officer includes the obligation to inform: (1) The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports, of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer's functions and known to the officer to be material to the superior officer, board or committee; and (2) The officer's superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any action or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur. (d) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (e) An officer is not liable for any action taken as an officer or any failure to take any action, if the officer performed the duties of office in compliance with this section. Amended by 2014 Tenn. Acts, ch. 899,s 42, eff. 1/1/2015. Acts 1987, ch. 242, § 8.42.
(a) An officer with discretionary authority shall discharge all duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interests of the corporation.
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the officer reasonably believes to be in the best interests of the corporation.
(b) In discharging such duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(1) One (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c) The duty of an officer includes the obligation to inform: (1) The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports, of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer's functions and known to the officer to be material to the superior officer, board or committee; and (2) The officer's superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any action or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(1) The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports, of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer's functions and known to the officer to be material to the superior officer, board or committee; and
(2) The officer's superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any action or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(d) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(e) An officer is not liable for any action taken as an officer or any failure to take any action, if the officer performed the duties of office in compliance with this section.
Amended by 2014 Tenn. Acts, ch. 899,s 42, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.42.
Tenn. Code Ann. § 48-51-101 — TN Code / Title 48 / Chapter 51 / Section 48-51-101
Short title
Status: in_force

Chapters 51-68 of this title shall be known and may be cited as the "Tennessee Nonprofit Corporation Act." Acts 1987, ch. 242, § 1.01.
Chapters 51-68 of this title shall be known and may be cited as the "Tennessee Nonprofit Corporation Act."
Acts 1987, ch. 242, § 1.01.
Tenn. Code Ann. § 48-52-107 — TN Code / Title 48 / Chapter 52 / Section 48-52-107
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 members, 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. Acts 1987, ch. 242, § 2.07.
(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 members, 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.
Acts 1987, ch. 242, § 2.07.
Tenn. Code Ann. § 48-249-1112 — TN Code / Title 48 / Chapter 249 / Section 48-249-1112
Purchase notice, acceptance and termination of interest
Status: in_force

(a) Purchase notice. If a membership interest or financial rights is required to be purchased under § 48-249-1111 , the PLLC shall deliver a written notice to the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , offering to purchase the membership interest or financial rights at a price the PLLC believes to represent its fair value as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a) . The notice shall be accompanied by the PLLC's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the notice, the PLLC's income statement for that year, a statement of changes in equity of the PLLC for that year, and the PLLC's latest available interim financial statements, if any. (b) Acceptance. The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) has thirty (30) days after the effective date of the notice to accept the PLLC's offer, or to demand that the PLLC commence a proceeding under § 48-249-1113 , to determine the fair value of the membership interest or financial rights. If such person accepts the offer, the PLLC shall make payment for the membership interest or financial rights within sixty (60) days after the effective date of the notice, unless a later date is agreed on, upon the transfer of the membership interest or financial rights from such person to the PLLC. (c) Termination. After the PLLC makes payment for the membership interest or financial rights, the person who was entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , as well as the member or holder of financial rights whose membership interest or financial rights have been purchased, if different from such person, has no further membership interest or financial rights in the PLLC. Acts 2005, ch. 286, § 1.
(a) Purchase notice. If a membership interest or financial rights is required to be purchased under § 48-249-1111 , the PLLC shall deliver a written notice to the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , offering to purchase the membership interest or financial rights at a price the PLLC believes to represent its fair value as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a) . The notice shall be accompanied by the PLLC's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the notice, the PLLC's income statement for that year, a statement of changes in equity of the PLLC for that year, and the PLLC's latest available interim financial statements, if any.
(b) Acceptance. The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) has thirty (30) days after the effective date of the notice to accept the PLLC's offer, or to demand that the PLLC commence a proceeding under § 48-249-1113 , to determine the fair value of the membership interest or financial rights. If such person accepts the offer, the PLLC shall make payment for the membership interest or financial rights within sixty (60) days after the effective date of the notice, unless a later date is agreed on, upon the transfer of the membership interest or financial rights from such person to the PLLC.
(c) Termination. After the PLLC makes payment for the membership interest or financial rights, the person who was entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , as well as the member or holder of financial rights whose membership interest or financial rights have been purchased, if different from such person, has no further membership interest or financial rights in the PLLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-68-104 — TN Code / Title 48 / Chapter 68 / Section 48-68-104
Public benefit and mutual benefit corporations
Status: in_force

On January 1, 1988, each domestic corporation existing on January 1, 1988, that is or becomes subject to chapters 51-68 of this title, shall be designated as a public benefit or a mutual benefit corporation as follows: (1) Any corporation designated by statute as a public benefit corporation or a mutual benefit corporation is the type of corporation designated by statute; (2) Any corporation which does not come within subdivision (1) but which is recognized as exempt under § 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or any successor section, is a public benefit corporation; (3) Any corporation which does not come within subdivision (1) or (2), but which is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state or a person which is recognized as exempt under § 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and (4) Any corporation which does not come within subdivision (1), (2) or (3) is a mutual benefit corporation. Acts 1987, ch. 242, § 18.06.
On January 1, 1988, each domestic corporation existing on January 1, 1988, that is or becomes subject to chapters 51-68 of this title, shall be designated as a public benefit or a mutual benefit corporation as follows:
(1) Any corporation designated by statute as a public benefit corporation or a mutual benefit corporation is the type of corporation designated by statute;
(2) Any corporation which does not come within subdivision (1) but which is recognized as exempt under § 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or any successor section, is a public benefit corporation;
(3) Any corporation which does not come within subdivision (1) or (2), but which is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state or a person which is recognized as exempt under § 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(4) Any corporation which does not come within subdivision (1), (2) or (3) is a mutual benefit corporation.
Acts 1987, ch. 242, § 18.06.
Tenn. Code Ann. § 48-209-103 — TN Code / Title 48 / Chapter 209 / Section 48-209-103
Amendment by board of governors and members
Status: in_force

(a) The board of governors of a board-managed LLC may propose one (1) or more amendments to the articles for submission to the members. (b) For the amendment to be adopted: (1) The board of governors shall recommend the amendment to the members, unless the board of governors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the members with the amendment; and (2) The members entitled to vote on the amendment shall approve the amendment as provided in subsection (f). (c) The board of governors may condition its submission of the proposed amendment on any basis. (d) Notwithstanding the above, unless the articles or operating agreement provide otherwise, any member or group of members of either a board-managed or member- managed LLC entitled to call a meeting may propose an amendment to the articles and call a meeting of the members to consider such amendment. (e) The LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102 . The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (f) Unless chapters 201-248 of this title, the articles, or the board of governors (acting pursuant to subsection (c)) requires a greater vote, the amendment to be adopted must be approved by a majority vote of the members entitled to vote thereon. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 15.
(a) The board of governors of a board-managed LLC may propose one (1) or more amendments to the articles for submission to the members.
(b) For the amendment to be adopted: (1) The board of governors shall recommend the amendment to the members, unless the board of governors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the members with the amendment; and (2) The members entitled to vote on the amendment shall approve the amendment as provided in subsection (f).
(1) The board of governors shall recommend the amendment to the members, unless the board of governors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the members with the amendment; and
(2) The members entitled to vote on the amendment shall approve the amendment as provided in subsection (f).
(c) The board of governors may condition its submission of the proposed amendment on any basis.
(d) Notwithstanding the above, unless the articles or operating agreement provide otherwise, any member or group of members of either a board-managed or member- managed LLC entitled to call a meeting may propose an amendment to the articles and call a meeting of the members to consider such amendment.
(e) The LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102 . The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(f) Unless chapters 201-248 of this title, the articles, or the board of governors (acting pursuant to subsection (c)) requires a greater vote, the amendment to be adopted must be approved by a majority vote of the members entitled to vote thereon.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 15.
Tenn. Code Ann. § 48-18-202 — TN Code / Title 48 / Chapter 18 / Section 48-18-202
Action without meeting
Status: in_force

(a) Except to the extent that the charter or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by chapters 11-27 of this title to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating each signing director's vote or abstention on the action, and delivered to the corporation, and shall be included in the minutes or filed with the corporate records reflecting the action taken. (b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors. (c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document. Acts 1986, ch. 887, § 8.21; 2012, ch. 1051, § 29.
(a) Except to the extent that the charter or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by chapters 11-27 of this title to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating each signing director's vote or abstention on the action, and delivered to the corporation, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
Acts 1986, ch. 887, § 8.21; 2012, ch. 1051, § 29.
Tenn. Code Ann. § 48-235-102 — TN Code / Title 48 / Chapter 235 / Section 48-235-102
Restatement of value of previous contributions
Status: in_force

(a) Definition. As used in this section, an "old" contribution is a contribution reflected in the required records of an LLC before the time the LLC accepts a new contribution. (b) Restatement Required. Whenever an LLC accepts a new contribution, the board of governors of a board-governed LLC or the members shall restate the value of all old contributions if and as required by applicable federal tax law. Acts 1994, ch. 868, § 1.
(a) Definition. As used in this section, an "old" contribution is a contribution reflected in the required records of an LLC before the time the LLC accepts a new contribution.
(b) Restatement Required. Whenever an LLC accepts a new contribution, the board of governors of a board-governed LLC or the members shall restate the value of all old contributions if and as required by applicable federal tax law.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-239-103 — TN Code / Title 48 / Chapter 239 / Section 48-239-103
Terms
Status: in_force

(a) General. Unless fixed terms (including staggered terms) are provided for in the articles or operating agreement, a governor serves for an indefinite term that expires at the next regular meeting of the members. A fixed term of a governor must not exceed three (3) years. A governor holds office for the term for which the governor was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the governor. (b) Decrease in Number. A decrease in the number of governors does not shorten an incumbent governor's term. (c) Vacancy Term. The term of a governor elected to fill a vacancy expires at the next members' meeting at which governors are elected. Acts 1994, ch. 868, § 1.
(a) General. Unless fixed terms (including staggered terms) are provided for in the articles or operating agreement, a governor serves for an indefinite term that expires at the next regular meeting of the members. A fixed term of a governor must not exceed three (3) years. A governor holds office for the term for which the governor was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the governor.
(b) Decrease in Number. A decrease in the number of governors does not shorten an incumbent governor's term.
(c) Vacancy Term. The term of a governor elected to fill a vacancy expires at the next members' meeting at which governors are elected.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-103-404 — TN Code / Title 48 / Chapter 103 / Section 48-103-404
Applicability of certain provisions concerning business combinations and control share acquisitions
Status: in_force

(a) Sections 48-103-203 - 48-103-209 shall apply to an authorized corporation to the same extent as such provisions apply to a "resident domestic corporation," as defined therein; provided, that the board of directors or shareholders of such foreign corporation have adopted a bylaw or charter provision specifying that the authorized corporation shall be subject to this subsection (a). (b) Sections 48-103-304 and 48-103-311 shall apply to an authorized corporation to the same extent as such provisions apply to a "corporation," as defined therein; provided, that the board of directors or shareholders of such authorized corporation have adopted a bylaw or charter provision specifying that such authorized corporation shall be subject to this subsection (b). Acts 1988, ch. 500, § 24; T.C.A., § 48-35-404.
(a) Sections 48-103-203 - 48-103-209 shall apply to an authorized corporation to the same extent as such provisions apply to a "resident domestic corporation," as defined therein; provided, that the board of directors or shareholders of such foreign corporation have adopted a bylaw or charter provision specifying that the authorized corporation shall be subject to this subsection (a).
(b) Sections 48-103-304 and 48-103-311 shall apply to an authorized corporation to the same extent as such provisions apply to a "corporation," as defined therein; provided, that the board of directors or shareholders of such authorized corporation have adopted a bylaw or charter provision specifying that such authorized corporation shall be subject to this subsection (b).
Acts 1988, ch. 500, § 24; T.C.A., § 48-35-404.
Tenn. Code Ann. § 48-101-707 — TN Code / Title 48 / Chapter 101 / Section 48-101-707
Conversion of subsidiary nonprofit corporations
Status: in_force

(a) A subsidiary nonprofit corporation incorporated in this state may be converted to a nonprofit LLC pursuant to this section. (b) The terms and conditions of a conversion of a subsidiary nonprofit corporation to a nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation. (c) After the conversion is approved under subsection (b), the subsidiary nonprofit corporation shall file articles of conversion with the office of the secretary of state that satisfy the requirements of § 48-205-101 , and designate the LLC as a nonprofit limited liability company. Such articles shall also include: (1) A statement that the nonprofit corporation was converted to a nonprofit LLC; (2) The name and principal address of the former nonprofit corporation; and (3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation. (d) The conversion is effective when the articles of conversion are filed with the secretary of state or at any later date on or before ninety (90) days from filing of the articles of conversion if specified in such articles. The filing of articles of conversion with the secretary of state, in compliance with this section, shall constitute and, for purposes of chapter 64 of this title, be deemed to be a certificate of cancellation of the subsidiary nonprofit corporation. (e) Articles of conversion shall be amended in the same manner as the articles of organization of a limited liability company. Acts 2001, ch. 418, § 1.
(a) A subsidiary nonprofit corporation incorporated in this state may be converted to a nonprofit LLC pursuant to this section.
(b) The terms and conditions of a conversion of a subsidiary nonprofit corporation to a nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.
(c) After the conversion is approved under subsection (b), the subsidiary nonprofit corporation shall file articles of conversion with the office of the secretary of state that satisfy the requirements of § 48-205-101 , and designate the LLC as a nonprofit limited liability company. Such articles shall also include: (1) A statement that the nonprofit corporation was converted to a nonprofit LLC; (2) The name and principal address of the former nonprofit corporation; and (3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.
(1) A statement that the nonprofit corporation was converted to a nonprofit LLC;
(2) The name and principal address of the former nonprofit corporation; and
(3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.
(d) The conversion is effective when the articles of conversion are filed with the secretary of state or at any later date on or before ninety (90) days from filing of the articles of conversion if specified in such articles. The filing of articles of conversion with the secretary of state, in compliance with this section, shall constitute and, for purposes of chapter 64 of this title, be deemed to be a certificate of cancellation of the subsidiary nonprofit corporation.
(e) Articles of conversion shall be amended in the same manner as the articles of organization of a limited liability company.
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-60-103 — TN Code / Title 48 / Chapter 60 / Section 48-60-103
Amendment by board of directors and members
Status: in_force

(a) Unless chapters 51-68 of this title, the charter, bylaws, the members (acting pursuant to subsection (b)), or the board of directors (acting pursuant to subsection (c)) require a greater vote or voting by class, an amendment to a corporation's charter to be adopted must be approved: (1) Except as provided in § 48-60-102 , by the members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (2) In writing by any person or persons whose approval is required by a provision of the charter authorized by § 48-60-301 . (b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (c) If the board initiates an amendment to the charter or board approval is required by the charter or bylaws to adopt a charter amendment, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 48-57-105 . The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (f) The board must transmit to the members a recommendation that the members approve the amendment, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board must transmit to the members the basis for that determination. Amended by 2014 Tenn. Acts, ch. 899,s 57, eff. 1/1/2015. Acts 1987, ch. 242, § 10.03.
(a) Unless chapters 51-68 of this title, the charter, bylaws, the members (acting pursuant to subsection (b)), or the board of directors (acting pursuant to subsection (c)) require a greater vote or voting by class, an amendment to a corporation's charter to be adopted must be approved: (1) Except as provided in § 48-60-102 , by the members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (2) In writing by any person or persons whose approval is required by a provision of the charter authorized by § 48-60-301 .
(1) Except as provided in § 48-60-102 , by the members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(2) In writing by any person or persons whose approval is required by a provision of the charter authorized by § 48-60-301 .
(b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the charter or board approval is required by the charter or bylaws to adopt a charter amendment, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 48-57-105 . The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
(f) The board must transmit to the members a recommendation that the members approve the amendment, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board must transmit to the members the basis for that determination.
Amended by 2014 Tenn. Acts, ch. 899,s 57, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.03.
Tenn. Code Ann. § 48-101-629 — TN Code / Title 48 / Chapter 101 / Section 48-101-629
Annual statement of qualifications - When required - Contents
Status: in_force

(a) If required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation, each domestic professional corporation, and each foreign professional corporation authorized to transact business in this state, shall deliver for filing to each licensing authority having jurisdiction over a professional service described in the corporation's charter an annual statement of qualification setting forth: (1) The names and usual business addresses of its directors and officers; and (2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under it. (b) The first qualification statement required under this section must be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which a domestic corporation became a professional corporation or a foreign professional corporation was authorized to transact business in this state. Subsequent qualification statements must be delivered to the licensing authority between January 1 and April 1 of the following calendar years. (c) Any information required by a licensing authority pursuant to this section shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require the professional corporation to include in its charter filed pursuant to § 48-12-101 any information other than that which is specifically prescribed by § 48-12-102 or other statutes. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-629; Acts 1998, ch. 927, § 1.
(a) If required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation, each domestic professional corporation, and each foreign professional corporation authorized to transact business in this state, shall deliver for filing to each licensing authority having jurisdiction over a professional service described in the corporation's charter an annual statement of qualification setting forth: (1) The names and usual business addresses of its directors and officers; and (2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under it.
(1) The names and usual business addresses of its directors and officers; and
(2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under it.
(b) The first qualification statement required under this section must be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which a domestic corporation became a professional corporation or a foreign professional corporation was authorized to transact business in this state. Subsequent qualification statements must be delivered to the licensing authority between January 1 and April 1 of the following calendar years.
(c) Any information required by a licensing authority pursuant to this section shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require the professional corporation to include in its charter filed pursuant to § 48-12-101 any information other than that which is specifically prescribed by § 48-12-102 or other statutes.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-629; Acts 1998, ch. 927, § 1.
Tenn. Code Ann. § 48-102-405 — TN Code / Title 48 / Chapter 102 / Section 48-102-405
Authority of commander to implement sale
Status: in_force

The commander of the post has the full power to execute in the name of the post and deliver all deeds of conveyance necessary to put into effect the sale or sales whenever the commander has been so instructed and directed by the post, and the deed of conveyance shall be attested by the adjutant of the post. Acts 1927, ch. 52, § 3; mod. Code 1932, § 4432; T.C.A. (orig. ed.), §§ 48-1523, 48-4-405.
The commander of the post has the full power to execute in the name of the post and deliver all deeds of conveyance necessary to put into effect the sale or sales whenever the commander has been so instructed and directed by the post, and the deed of conveyance shall be attested by the adjutant of the post.
Acts 1927, ch. 52, § 3; mod. Code 1932, § 4432; T.C.A. (orig. ed.), §§ 48-1523, 48-4-405.
Tenn. Code Ann. § 48-249-403 — TN Code / Title 48 / Chapter 249 / Section 48-249-403
General standards of conduct for members, managers, directors and officers
Status: in_force

(a) Member-managed LLC. The only fiduciary duties a member owes to a member-managed LLC and the LLC's other members and holders are the duty of loyalty and the duty of care imposed by subsections (b) and (c). A holder of financial rights owes no duties to the LLC, or to the other members or holders, solely by reason of being a holder of financial rights. (b) Duty of loyalty. A member's duty of loyalty to a member-managed LLC and the LLC's other members and holders of financial rights is limited to the following: (1) To account to the LLC and to hold as trustee for it any property, profit or benefit derived by the member in the conduct or winding up of the LLC's business, or derived from a use by the member of the LLC's property, including the appropriation of any opportunity of the LLC; (2) Subject to § 48-249-404 , to refrain from dealing with the LLC in the conduct or winding up of the LLC's business as, or on behalf of, a person having an interest adverse to the LLC; and (3) To refrain from competing with the LLC in the conduct of the LLC's business before the termination of the LLC. (c) Duty of care. A member's duty of care to a member-managed LLC, and the LLC's other members and holders of financial rights in the conduct of and winding up of the LLC's business, is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law. (d) Good faith and fair dealing. A member shall discharge the member's duties to a member-managed LLC and its other members and holders of financial rights under this chapter or under the LLC documents, and shall exercise any rights with respect to the LLC consistently with the obligation of good faith and fair dealing. (e) Furtherance of member's own interest. A member of a member-managed LLC does not violate a duty or obligation under this chapter or under the LLC documents, merely because the member's conduct also furthers the member's own interest. (f) Dealings with LLC. A member of a member-managed LLC may lend money to and transact other business with the LLC. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law. (g) Representative of surviving member. This section applies to a person winding up the LLC's business as the personal representative of the last surviving member, as if the person were a member. (h) Manager-managed LLC. In a manager-managed LLC: (1) A member owes no duties to the LLC, or to the other members or holders of financial rights, solely by reason of being a member; (2) A manager is held to the same standards of conduct prescribed for members in subsections (b)-(f); (3) A member that, under the LLC documents, exercises some or all of the rights of a manager in the management and conduct of the LLC's business is held to the standards of conduct prescribed for a member in subsections (b)-(f) to the extent that the member exercises the managerial authority vested in a manager by this chapter; and (4) A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b)-(f) to the extent of the managerial authority delegated to the members by the LLC documents. (i) Director-managed LLC. In a director-managed LLC: (1) A member owes no duties to the LLC, or to the other members or holders of financial rights, solely by reason of being a member; (2) A member that, under the LLC documents, exercises some or all of the rights of a director in the management and conduct of the LLC's business is held to the standards of conduct prescribed for a director in this subsection (i), to the extent that the member exercises the managerial authority vested in a director by this chapter; (3) A director is relieved of liability imposed by law for violation of the standards prescribed by this subsection (i), to the extent of the managerial authority of the director delegated to the members by the LLC documents; and (4) A director shall discharge all duties as a director, including duties as a member of a committee of the board of directors of the LLC: (A) In good faith; (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (C) In a manner the director reasonably believes to be in the best interests of the LLC. (j) Officers. An officer of an LLC shall discharge all duties as an officer: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interests of the LLC. (k) Reliance on others. In discharging the duties described in this section, a member, manager, director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the LLC whom the member, manager, director or officer reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the member, manager, director or officer reasonably believes are within the person's professional or expert competence; or (3) In the case of a director only, a committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence. (l) Unwarranted reliance. A member, manager, director or officer is not acting in good faith, if the member, manager, director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (k) unwarranted. (m) Limitation on liability. A member, manager, director or officer is not liable for any action taken as a member, manager, director or officer, or any failure to take any action, if the member, manager, director or officer performs its duties in compliance with this section. (n) Effect of delegation. Any officer, agent or employee who exercises some or all of the rights of a member, manager, or director, pursuant to a delegation of rights and power under § 48-249-401(e) is held to the same standards of conduct set forth in this section, for members, managers or directors, as applicable, to the extent that such officer, agent or employee exercises the delegated rights and powers. A member, manager or director is relieved of liability imposed by law for the standards prescribed in this section to the extent that such person's managerial authority is vested in an officer, agent or employee, pursuant to a delegation of rights and power under § 48-249-401(e) . Acts 2005, ch. 286, § 1.
(a) Member-managed LLC. The only fiduciary duties a member owes to a member-managed LLC and the LLC's other members and holders are the duty of loyalty and the duty of care imposed by subsections (b) and (c). A holder of financial rights owes no duties to the LLC, or to the other members or holders, solely by reason of being a holder of financial rights.
(b) Duty of loyalty. A member's duty of loyalty to a member-managed LLC and the LLC's other members and holders of financial rights is limited to the following: (1) To account to the LLC and to hold as trustee for it any property, profit or benefit derived by the member in the conduct or winding up of the LLC's business, or derived from a use by the member of the LLC's property, including the appropriation of any opportunity of the LLC; (2) Subject to § 48-249-404 , to refrain from dealing with the LLC in the conduct or winding up of the LLC's business as, or on behalf of, a person having an interest adverse to the LLC; and (3) To refrain from competing with the LLC in the conduct of the LLC's business before the termination of the LLC.
(1) To account to the LLC and to hold as trustee for it any property, profit or benefit derived by the member in the conduct or winding up of the LLC's business, or derived from a use by the member of the LLC's property, including the appropriation of any opportunity of the LLC;
(2) Subject to § 48-249-404 , to refrain from dealing with the LLC in the conduct or winding up of the LLC's business as, or on behalf of, a person having an interest adverse to the LLC; and
(3) To refrain from competing with the LLC in the conduct of the LLC's business before the termination of the LLC.
(c) Duty of care. A member's duty of care to a member-managed LLC, and the LLC's other members and holders of financial rights in the conduct of and winding up of the LLC's business, is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
(d) Good faith and fair dealing. A member shall discharge the member's duties to a member-managed LLC and its other members and holders of financial rights under this chapter or under the LLC documents, and shall exercise any rights with respect to the LLC consistently with the obligation of good faith and fair dealing.
(e) Furtherance of member's own interest. A member of a member-managed LLC does not violate a duty or obligation under this chapter or under the LLC documents, merely because the member's conduct also furthers the member's own interest.
(f) Dealings with LLC. A member of a member-managed LLC may lend money to and transact other business with the LLC. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law.
(g) Representative of surviving member. This section applies to a person winding up the LLC's business as the personal representative of the last surviving member, as if the person were a member.
(h) Manager-managed LLC. In a manager-managed LLC: (1) A member owes no duties to the LLC, or to the other members or holders of financial rights, solely by reason of being a member; (2) A manager is held to the same standards of conduct prescribed for members in subsections (b)-(f); (3) A member that, under the LLC documents, exercises some or all of the rights of a manager in the management and conduct of the LLC's business is held to the standards of conduct prescribed for a member in subsections (b)-(f) to the extent that the member exercises the managerial authority vested in a manager by this chapter; and (4) A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b)-(f) to the extent of the managerial authority delegated to the members by the LLC documents.
(1) A member owes no duties to the LLC, or to the other members or holders of financial rights, solely by reason of being a member;
(2) A manager is held to the same standards of conduct prescribed for members in subsections (b)-(f);
(3) A member that, under the LLC documents, exercises some or all of the rights of a manager in the management and conduct of the LLC's business is held to the standards of conduct prescribed for a member in subsections (b)-(f) to the extent that the member exercises the managerial authority vested in a manager by this chapter; and
(4) A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b)-(f) to the extent of the managerial authority delegated to the members by the LLC documents.
(i) Director-managed LLC. In a director-managed LLC: (1) A member owes no duties to the LLC, or to the other members or holders of financial rights, solely by reason of being a member; (2) A member that, under the LLC documents, exercises some or all of the rights of a director in the management and conduct of the LLC's business is held to the standards of conduct prescribed for a director in this subsection (i), to the extent that the member exercises the managerial authority vested in a director by this chapter; (3) A director is relieved of liability imposed by law for violation of the standards prescribed by this subsection (i), to the extent of the managerial authority of the director delegated to the members by the LLC documents; and (4) A director shall discharge all duties as a director, including duties as a member of a committee of the board of directors of the LLC: (A) In good faith; (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (C) In a manner the director reasonably believes to be in the best interests of the LLC.
(1) A member owes no duties to the LLC, or to the other members or holders of financial rights, solely by reason of being a member;
(2) A member that, under the LLC documents, exercises some or all of the rights of a director in the management and conduct of the LLC's business is held to the standards of conduct prescribed for a director in this subsection (i), to the extent that the member exercises the managerial authority vested in a director by this chapter;
(3) A director is relieved of liability imposed by law for violation of the standards prescribed by this subsection (i), to the extent of the managerial authority of the director delegated to the members by the LLC documents; and
(4) A director shall discharge all duties as a director, including duties as a member of a committee of the board of directors of the LLC: (A) In good faith; (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (C) In a manner the director reasonably believes to be in the best interests of the LLC.
(A) In good faith;
(B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(C) In a manner the director reasonably believes to be in the best interests of the LLC.
(j) Officers. An officer of an LLC shall discharge all duties as an officer: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interests 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 officer reasonably believes to be in the best interests of the LLC.
(k) Reliance on others. In discharging the duties described in this section, a member, manager, director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the LLC whom the member, manager, director or officer reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the member, manager, director or officer reasonably believes are within the person's professional or expert competence; or (3) In the case of a director only, a committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(1) One (1) or more officers or employees of the LLC whom the member, manager, director or officer reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants or other persons as to matters the member, manager, director or officer reasonably believes are within the person's professional or expert competence; or
(3) In the case of a director only, a committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(l) Unwarranted reliance. A member, manager, director or officer is not acting in good faith, if the member, manager, director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (k) unwarranted.
(m) Limitation on liability. A member, manager, director or officer is not liable for any action taken as a member, manager, director or officer, or any failure to take any action, if the member, manager, director or officer performs its duties in compliance with this section.
(n) Effect of delegation. Any officer, agent or employee who exercises some or all of the rights of a member, manager, or director, pursuant to a delegation of rights and power under § 48-249-401(e) is held to the same standards of conduct set forth in this section, for members, managers or directors, as applicable, to the extent that such officer, agent or employee exercises the delegated rights and powers. A member, manager or director is relieved of liability imposed by law for the standards prescribed in this section to the extent that such person's managerial authority is vested in an officer, agent or employee, pursuant to a delegation of rights and power under § 48-249-401(e) .
Acts 2005, ch. 286, § 1.