Tenn. Code Ann. § 48-61-108 — TN Code / Title 48 / Chapter 61 / Section 48-61-108
Effect of merger or membership exchange
Status: in_force

(a) When a merger becomes effective: (1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease; (2) All property owned by, and every contract right possessed by, each corporation or eligible entity that is merged into the survivor shall be vested in the survivor without reversion or impairment; (3) All liabilities of each corporation or eligible entity that is merged into the survivor shall be vested in the survivor; (4) A proceeding pending against any corporation or eligible entity that is a party to the merger may be continued as if the merger did not occur or the name of the survivor may be substituted in the proceeding for any corporation or eligible entity whose existence ceased in the merger; (5) The charter or organic document of the survivor shall be amended to the extent provided in the plan of merger; (6) The charter or organic documents of a survivor created by the plan of merger shall become effective; and (7) The memberships of each corporation and the interests of each eligible entity that are to be converted into memberships, other securities, interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property, or any combination of the foregoing in the merger shall be converted or exchanged, and the former holders of such memberships or eligible interests shall be entitled only to the rights provided to them in the plan of merger or to their rights under the organic law of the eligible entity. (b) When a membership exchange takes effect, the memberships of each corporation that are to be exchanged for memberships, other securities, interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property or any combination of the foregoing in the membership exchange shall be exchanged, and the former holders of such memberships shall be entitled only to the rights provided in the plan of membership exchange. (c) Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger; and (2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the plan of merger. (d) The effect of a merger or membership exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations or liabilities of a party to the merger or membership exchange shall be as follows: (1) The merger or membership exchange does not discharge any owner liability under the organic law of the entity in which the person was a member or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or membership exchange; (2) The person shall not have owner liability under the organic law of the entity in which the person was member or eligible interest holder prior to the merger or membership exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or membership exchange; (3) The organic law of any entity for which the person had owner liability before the merger or membership exchange shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the merger or membership exchange had not occurred; and (4) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (d)(1), as if the merger or membership exchange had not occurred. (e) A merger or membership exchange shall take effect upon the date the articles of merger or membership exchange are filed as provided in § 48-61-107(b) or on such later date as may be specified in the plan of merger or share exchange. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) When a merger becomes effective: (1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease; (2) All property owned by, and every contract right possessed by, each corporation or eligible entity that is merged into the survivor shall be vested in the survivor without reversion or impairment; (3) All liabilities of each corporation or eligible entity that is merged into the survivor shall be vested in the survivor; (4) A proceeding pending against any corporation or eligible entity that is a party to the merger may be continued as if the merger did not occur or the name of the survivor may be substituted in the proceeding for any corporation or eligible entity whose existence ceased in the merger; (5) The charter or organic document of the survivor shall be amended to the extent provided in the plan of merger; (6) The charter or organic documents of a survivor created by the plan of merger shall become effective; and (7) The memberships of each corporation and the interests of each eligible entity that are to be converted into memberships, other securities, interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property, or any combination of the foregoing in the merger shall be converted or exchanged, and the former holders of such memberships or eligible interests shall be entitled only to the rights provided to them in the plan of merger or to their rights under the organic law of the eligible entity.
(1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease;
(2) All property owned by, and every contract right possessed by, each corporation or eligible entity that is merged into the survivor shall be vested in the survivor without reversion or impairment;
(3) All liabilities of each corporation or eligible entity that is merged into the survivor shall be vested in the survivor;
(4) A proceeding pending against any corporation or eligible entity that is a party to the merger may be continued as if the merger did not occur or the name of the survivor may be substituted in the proceeding for any corporation or eligible entity whose existence ceased in the merger;
(5) The charter or organic document of the survivor shall be amended to the extent provided in the plan of merger;
(6) The charter or organic documents of a survivor created by the plan of merger shall become effective; and
(7) The memberships of each corporation and the interests of each eligible entity that are to be converted into memberships, other securities, interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property, or any combination of the foregoing in the merger shall be converted or exchanged, and the former holders of such memberships or eligible interests shall be entitled only to the rights provided to them in the plan of merger or to their rights under the organic law of the eligible entity.
(b) When a membership exchange takes effect, the memberships of each corporation that are to be exchanged for memberships, other securities, interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property or any combination of the foregoing in the membership exchange shall be exchanged, and the former holders of such memberships shall be entitled only to the rights provided in the plan of membership exchange.
(c) Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger; and (2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the plan of merger.
(1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger; and
(2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the plan of merger.
(d) The effect of a merger or membership exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations or liabilities of a party to the merger or membership exchange shall be as follows: (1) The merger or membership exchange does not discharge any owner liability under the organic law of the entity in which the person was a member or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or membership exchange; (2) The person shall not have owner liability under the organic law of the entity in which the person was member or eligible interest holder prior to the merger or membership exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or membership exchange; (3) The organic law of any entity for which the person had owner liability before the merger or membership exchange shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the merger or membership exchange had not occurred; and (4) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (d)(1), as if the merger or membership exchange had not occurred.
(1) The merger or membership exchange does not discharge any owner liability under the organic law of the entity in which the person was a member or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or membership exchange;
(2) The person shall not have owner liability under the organic law of the entity in which the person was member or eligible interest holder prior to the merger or membership exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or membership exchange;
(3) The organic law of any entity for which the person had owner liability before the merger or membership exchange shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the merger or membership exchange had not occurred; and
(4) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (d)(1), as if the merger or membership exchange had not occurred.
(e) A merger or membership exchange shall take effect upon the date the articles of merger or membership exchange are filed as provided in § 48-61-107(b) or on such later date as may be specified in the plan of merger or share exchange.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-60-104 — TN Code / Title 48 / Chapter 60 / Section 48-60-104
Voting on amendments by members of a class
Status: in_force

(a) The members of a class are entitled to vote as a class on a proposed amendment to the charter if the amendment would: (1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class; (2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) Increase or decrease the number of memberships authorized for that class; (4) Increase the number of memberships authorized for another class; (5) Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class; (6) Authorize a new class of memberships; or (7) Effect a termination of the memberships of that class. (b) If a class is to be divided into two (2) or more classes as a result of an amendment to the charter, the amendment must be approved by the members of each class that would be created by the amendment. (c) If a class vote is required to approve an amendment to the charter, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (d) A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment. Amended by 2014 Tenn. Acts, ch. 899,s 59, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 58, eff. 1/1/2015. Acts 1987, ch. 242, § 10.04.
(a) The members of a class are entitled to vote as a class on a proposed amendment to the charter if the amendment would: (1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class; (2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) Increase or decrease the number of memberships authorized for that class; (4) Increase the number of memberships authorized for another class; (5) Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class; (6) Authorize a new class of memberships; or (7) Effect a termination of the memberships of that class.
(1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;
(6) Authorize a new class of memberships; or
(7) Effect a termination of the memberships of that class.
(b) If a class is to be divided into two (2) or more classes as a result of an amendment to the charter, the amendment must be approved by the members of each class that would be created by the amendment.
(c) If a class vote is required to approve an amendment to the charter, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(d) A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment.
Amended by 2014 Tenn. Acts, ch. 899,s 59, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 58, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.04.
Tenn. Code Ann. § 48-61-118 — TN Code / Title 48 / Chapter 61 / Section 48-61-118
Articles of for-profit conversion - Contents
Status: in_force

(a) After a plan of for-profit conversion providing for the conversion of a domestic nonprofit corporation to a domestic business corporation has been adopted and approved as required by this chapter, articles of for-profit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth: (1) The name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of § 48-14-101 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-14-101 ; (2) A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the charter if there are members entitled to vote on the plan or, if there are no members entitled to vote on the plan, by the board of directors in the manner required by this chapter and the charter; and (3) If the corporation is a public benefit corporation, a statement that notice of the plan of for-profit conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of for-profit conversion was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter. (b) The articles of for-profit conversion shall have attached a charter that satisfies the requirements of § 48-12-102 . Provisions that would not be required to be included in a charter of a domestic business corporation may be omitted. (c) The articles of for-profit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-51-304 . The attached charter shall be delivered to the secretary of state for filing and a fee therefor shall be paid in accordance with § 48-11-303 . Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
(a) After a plan of for-profit conversion providing for the conversion of a domestic nonprofit corporation to a domestic business corporation has been adopted and approved as required by this chapter, articles of for-profit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth: (1) The name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of § 48-14-101 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-14-101 ; (2) A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the charter if there are members entitled to vote on the plan or, if there are no members entitled to vote on the plan, by the board of directors in the manner required by this chapter and the charter; and (3) If the corporation is a public benefit corporation, a statement that notice of the plan of for-profit conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of for-profit conversion was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.
(1) The name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of § 48-14-101 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-14-101 ;
(2) A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the charter if there are members entitled to vote on the plan or, if there are no members entitled to vote on the plan, by the board of directors in the manner required by this chapter and the charter; and
(3) If the corporation is a public benefit corporation, a statement that notice of the plan of for-profit conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of for-profit conversion was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.
(A) The plan of for-profit conversion was approved by order of a court of record of this state; or
(B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.
(b) The articles of for-profit conversion shall have attached a charter that satisfies the requirements of § 48-12-102 . Provisions that would not be required to be included in a charter of a domestic business corporation may be omitted.
(c) The articles of for-profit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-51-304 . The attached charter shall be delivered to the secretary of state for filing and a fee therefor shall be paid in accordance with § 48-11-303 .
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-17-201 — TN Code / Title 48 / Chapter 17 / Section 48-17-201
Shareholders' list for meeting
Status: in_force

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder, in each case as reflected in the records of the corporation. (b) The shareholders' list must be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of § 48-26-102(c) , to copy the list, during regular business hours and at such shareholder's or agent's expense, during the period it is available for inspection. (c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment. If the right to vote at any meeting is challenged, the person presiding may rely on such list as evidence of the right of the person challenged to vote at such meeting. (d) If the corporation refuses to allow a shareholder, the shareholder's agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), a court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting. Acts 1986, ch. 887, § 7.20; 1994, ch. 776, § 23.
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder, in each case as reflected in the records of the corporation.
(b) The shareholders' list must be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of § 48-26-102(c) , to copy the list, during regular business hours and at such shareholder's or agent's expense, during the period it is available for inspection.
(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment. If the right to vote at any meeting is challenged, the person presiding may rely on such list as evidence of the right of the person challenged to vote at such meeting.
(d) If the corporation refuses to allow a shareholder, the shareholder's agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), a court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
Acts 1986, ch. 887, § 7.20; 1994, ch. 776, § 23.
Tenn. Code Ann. § 48-101-602 — TN Code / Title 48 / Chapter 101 / Section 48-101-602
Applicability of Tennessee Business Corporation Act
Status: in_force

The Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, applies to professional corporations, both domestic and foreign, to the extent not inconsistent with this part. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-602.
The Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, applies to professional corporations, both domestic and foreign, to the extent not inconsistent with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-602.
Tenn. Code Ann. § 48-238-101 — TN Code / Title 48 / Chapter 238 / Section 48-238-101
Management - Authorized signature
Status: in_force

(a) Management. (1) If the LLC is member-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of its members. (2) If the LLC is board-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of the board of governors, subject to subsection (b) and any limitations set forth in the articles or operating agreement. An LLC shall be either member-managed or board-managed, as designated in its articles. Unless otherwise provided in the articles or operating agreement, each governor shall have equal voting power per capita with each other governor. (b) Authorized Signature. For convenience, one (1) or more managers, members or governors may be designated in the articles as persons authorized to execute instruments transferring real property held in the name of the LLC and may set forth any limitations on such authority. This designation, however, in the absence of a clear statement that the named person or persons are the only person or persons authorized to execute instruments transferring real property, does not imply that other members, managers or governors do not have the authority to execute such instruments under § 48-238-103 or § 48-238-104 . A grant of authority contained in the current articles is conclusive in favor of a person who gives value without knowledge to the contrary. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 50-52.
(a) Management. (1) If the LLC is member-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of its members. (2) If the LLC is board-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of the board of governors, subject to subsection (b) and any limitations set forth in the articles or operating agreement. An LLC shall be either member-managed or board-managed, as designated in its articles. Unless otherwise provided in the articles or operating agreement, each governor shall have equal voting power per capita with each other governor.
(1) If the LLC is member-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of its members.
(2) If the LLC is board-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of the board of governors, subject to subsection (b) and any limitations set forth in the articles or operating agreement. An LLC shall be either member-managed or board-managed, as designated in its articles. Unless otherwise provided in the articles or operating agreement, each governor shall have equal voting power per capita with each other governor.
(b) Authorized Signature. For convenience, one (1) or more managers, members or governors may be designated in the articles as persons authorized to execute instruments transferring real property held in the name of the LLC and may set forth any limitations on such authority. This designation, however, in the absence of a clear statement that the named person or persons are the only person or persons authorized to execute instruments transferring real property, does not imply that other members, managers or governors do not have the authority to execute such instruments under § 48-238-103 or § 48-238-104 . A grant of authority contained in the current articles is conclusive in favor of a person who gives value without knowledge to the contrary.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 50-52.
Tenn. Code Ann. § 48-247-103 — TN Code / Title 48 / Chapter 247 / Section 48-247-103
Filing, service and copying fees
Status: in_force

(a) The office of the secretary of state shall collect the following fees when the documents described in chapters 201-248 of this title are delivered for filing, and for purposes of chapters 201-248 of this title, no document is considered delivered to the office of the secretary of state for filing unless accompanied by such fee: Document Fee (1) Articles including designation of initial registered office and agent ....................As provided in subsection (d) (2) Certificate of formation ....................$20.00 (3) Articles of conversion ....................As provided in subsection (d) (4) Application for reserved LLC name ....................20.00 (5) Application for use of indistinguishable name ....................20.00 (6) Notice of transfer or cancellation of reserved name ....................20.00 (7) Application for and renewal of registered name ....................20.00 (8) Application for or change, cancellation, or renewal of assumed name ....................20.00 (9) LLC's statement of change of registered agent, registered office, or both ....................20.00 (10) Agent's statement of change of registered office ....................5.00 per limited liability company, but not less than 20.00 (11) Agent's statement of resignation ....................20.00 (12) Articles of amendment ....................20.00 (13) Amended and restated articles ....................20.00 (14) Restatement of articles ....................20.00 (15) Articles of correction ....................20.00 (16) Certificate of merger ....................100.00 (17) [Reserved.] (18) Articles of termination by organizers ....................20.00 (19) Notice of dissolution ....................20.00 (20) Articles of revocation of dissolution ....................20.00 (21) Articles of termination ....................20.00 (22) Certificate of administrative dissolution ....................No fee (23) Application for reinstatement following administrative dissolution ....................70.00 (24) Articles of termination following administrative dissolution ....................100.00 (25) Certificate of reinstatement ....................No fee (26) Decree of judicial dissolution ....................No fee (27) Application for certificate of authority (including designation of initial registered office and agent) As provided in subsection (d) (28) Application for amended certificate of authority ....................20.00 (29) Certificate of cancellation of authority ....................20.00 (30) Certificate of administrative revocation of certificate of authority ....................No fee (31) Certificate of cancellation following administrative revocation ....................100.00 (32) Application for certificate of existence or authorization ....................20.00 (33) Application for reinstatement following administrative revocation ....................70.00 (34) Annual report ....................As provided in subsection (d) (35) Any other document required or permitted to be filed by chapters 201-248 of this title ....................20.00 (b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 201-248 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if it prevails in the proceeding. (c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign LLC. All such copies will be certified or validated by the secretary of state. (d) The secretary of state shall collect from each LLC or foreign LLC, if applicable, an annual fee equal to fifty dollars ($50.00) per each LLC member in existence on the date of the initial filing, and each year thereafter based on the number of LLC members in existence on the date of the filing for the annual report, with a minimum fee of three hundred dollars ($300) and a maximum fee of three thousand dollars ($3,000). Notwithstanding this subsection (d), if the LLC is prohibited by its articles from doing business in Tennessee, the filing fee shall be three hundred dollars ($300) regardless of the number of members in existence on the date of filing. (e) In addition to the other filing requirements of chapters 201-248 of this title, a copy of all documents specified in subdivisions (a)(1), (12), (13), (14), (15), (16), (18), (19) and (20) shall also be filed in the office of the register of deeds in the county wherein an LLC has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving LLC shall have its principal office, if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 2, 86; 1997 , ch. 421, § 2; 1998, ch. 890, § 3; 2000, ch. 568, § 3; 2010 , ch. 742, § 5.
(a) The office of the secretary of state shall collect the following fees when the documents described in chapters 201-248 of this title are delivered for filing, and for purposes of chapters 201-248 of this title, no document is considered delivered to the office of the secretary of state for filing unless accompanied by such fee: Document Fee (1) Articles including designation of initial registered office and agent ....................As provided in subsection (d) (2) Certificate of formation ....................$20.00 (3) Articles of conversion ....................As provided in subsection (d) (4) Application for reserved LLC name ....................20.00 (5) Application for use of indistinguishable name ....................20.00 (6) Notice of transfer or cancellation of reserved name ....................20.00 (7) Application for and renewal of registered name ....................20.00 (8) Application for or change, cancellation, or renewal of assumed name ....................20.00 (9) LLC's statement of change of registered agent, registered office, or both ....................20.00 (10) Agent's statement of change of registered office ....................5.00 per limited liability company, but not less than 20.00 (11) Agent's statement of resignation ....................20.00 (12) Articles of amendment ....................20.00 (13) Amended and restated articles ....................20.00 (14) Restatement of articles ....................20.00 (15) Articles of correction ....................20.00 (16) Certificate of merger ....................100.00 (17) [Reserved.] (18) Articles of termination by organizers ....................20.00 (19) Notice of dissolution ....................20.00 (20) Articles of revocation of dissolution ....................20.00 (21) Articles of termination ....................20.00 (22) Certificate of administrative dissolution ....................No fee (23) Application for reinstatement following administrative dissolution ....................70.00 (24) Articles of termination following administrative dissolution ....................100.00 (25) Certificate of reinstatement ....................No fee (26) Decree of judicial dissolution ....................No fee (27) Application for certificate of authority (including designation of initial registered office and agent) As provided in subsection (d) (28) Application for amended certificate of authority ....................20.00 (29) Certificate of cancellation of authority ....................20.00 (30) Certificate of administrative revocation of certificate of authority ....................No fee (31) Certificate of cancellation following administrative revocation ....................100.00 (32) Application for certificate of existence or authorization ....................20.00 (33) Application for reinstatement following administrative revocation ....................70.00 (34) Annual report ....................As provided in subsection (d) (35) Any other document required or permitted to be filed by chapters 201-248 of this title ....................20.00
Document Fee
(1) Articles including designation of initial registered office and agent ....................As provided in subsection (d)
(2) Certificate of formation ....................$20.00
(3) Articles of conversion ....................As provided in subsection (d)
(4) Application for reserved LLC name ....................20.00
(5) Application for use of indistinguishable name ....................20.00
(6) Notice of transfer or cancellation of reserved name ....................20.00
(7) Application for and renewal of registered name ....................20.00
(8) Application for or change, cancellation, or renewal of assumed name ....................20.00
(9) LLC's statement of change of registered agent, registered office, or both ....................20.00
(10) Agent's statement of change of registered office ....................5.00 per limited liability company, but not less than 20.00
(11) Agent's statement of resignation ....................20.00
(12) Articles of amendment ....................20.00
(13) Amended and restated articles ....................20.00
(14) Restatement of articles ....................20.00
(15) Articles of correction ....................20.00
(16) Certificate of merger ....................100.00
(17) [Reserved.]
(18) Articles of termination by organizers ....................20.00
(19) Notice of dissolution ....................20.00
(20) Articles of revocation of dissolution ....................20.00
(21) Articles of termination ....................20.00
(22) Certificate of administrative dissolution ....................No fee
(23) Application for reinstatement following administrative dissolution ....................70.00
(24) Articles of termination following administrative dissolution ....................100.00
(25) Certificate of reinstatement ....................No fee
(26) Decree of judicial dissolution ....................No fee
(27) Application for certificate of authority (including designation of initial registered office and agent) As provided in subsection (d)
(28) Application for amended certificate of authority ....................20.00
(29) Certificate of cancellation of authority ....................20.00
(30) Certificate of administrative revocation of certificate of authority ....................No fee
(31) Certificate of cancellation following administrative revocation ....................100.00
(32) Application for certificate of existence or authorization ....................20.00
(33) Application for reinstatement following administrative revocation ....................70.00
(34) Annual report ....................As provided in subsection (d)
(35) Any other document required or permitted to be filed by chapters 201-248 of this title ....................20.00
(b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 201-248 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if it prevails in the proceeding.
(c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign LLC. All such copies will be certified or validated by the secretary of state.
(d) The secretary of state shall collect from each LLC or foreign LLC, if applicable, an annual fee equal to fifty dollars ($50.00) per each LLC member in existence on the date of the initial filing, and each year thereafter based on the number of LLC members in existence on the date of the filing for the annual report, with a minimum fee of three hundred dollars ($300) and a maximum fee of three thousand dollars ($3,000). Notwithstanding this subsection (d), if the LLC is prohibited by its articles from doing business in Tennessee, the filing fee shall be three hundred dollars ($300) regardless of the number of members in existence on the date of filing.
(e) In addition to the other filing requirements of chapters 201-248 of this title, a copy of all documents specified in subdivisions (a)(1), (12), (13), (14), (15), (16), (18), (19) and (20) shall also be filed in the office of the register of deeds in the county wherein an LLC has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving LLC shall have its principal office, if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 2, 86; 1997 , ch. 421, § 2; 1998, ch. 890, § 3; 2000, ch. 568, § 3; 2010 , ch. 742, § 5.
Tenn. Code Ann. § 48-248-502 — TN Code / Title 48 / Chapter 248 / Section 48-248-502
Application for a certificate of authority
Status: in_force

The application of a foreign PLLC for a certificate of authority in this state shall contain the information required in § 48-246-301 ; state it is a PLLC; state its purpose is to render specified professional services; and include a statement that the requirements of § 48-248-501(b)(3) are satisfied. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 95.
The application of a foreign PLLC for a certificate of authority in this state shall contain the information required in § 48-246-301 ; state it is a PLLC; state its purpose is to render specified professional services; and include a statement that the requirements of § 48-248-501(b)(3) are satisfied.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 95.
Tenn. Code Ann. § 48-248-404 — TN Code / Title 48 / Chapter 248 / Section 48-248-404
Managers
Status: in_force

If persons other than qualified persons are permitted by the licensing authority to serve as governors, if any, or managers of a PLLC, not less than one half (½) of the governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC. Acts 1994, ch. 868, § 1.
If persons other than qualified persons are permitted by the licensing authority to serve as governors, if any, or managers of a PLLC, not less than one half (½) of the governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-64-201 — TN Code / Title 48 / Chapter 64 / Section 48-64-201
Grounds for administrative dissolution
Status: in_force

The secretary of state may commence a proceeding under § 48-64-202 to administratively dissolve a corporation if the: (1) Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) Corporation is without a registered agent or registered office in this state for two (2) months or more; (3) Name of a corporation contained in a document filed after the enactment of chapters 51-68 of this title fails to comply with § 48-54-101 ; (4) Corporation does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; (5) Corporation's period of duration, if any, stated in its charter expires; or (6) Corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment. Acts 1987, ch. 242, § 14.20; 1989, ch. 445, § 12.
The secretary of state may commence a proceeding under § 48-64-202 to administratively dissolve a corporation if the:
(1) Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2) Corporation is without a registered agent or registered office in this state for two (2) months or more;
(3) Name of a corporation contained in a document filed after the enactment of chapters 51-68 of this title fails to comply with § 48-54-101 ;
(4) Corporation does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5) Corporation's period of duration, if any, stated in its charter expires; or
(6) Corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment.
Acts 1987, ch. 242, § 14.20; 1989, ch. 445, § 12.
Tenn. Code Ann. § 48-68-209 — TN Code / Title 48 / Chapter 68 / Section 48-68-209
Permitted action to assist in review of proposed transaction
Status: in_force

(a) Within the time periods designated in § 48-68-204 , the attorney general and reporter may do any of the following to assist in the review of the proposed public benefit hospital conveyance transaction described in this part: (1) Contract with, consult, and receive advice from any agency of the state or the United States on such terms and conditions the attorney general and reporter deems appropriate; or (2) At the attorney general and reporter's sole discretion, contract with experts or consultants the attorney general and reporter deems appropriate to assist the attorney general and reporter in reviewing the proposed public benefit hospital conveyance transaction. (b) Any contract costs incurred by the attorney general and reporter pursuant to this section shall not exceed an amount that is reasonable and necessary to conduct the review of the proposed public benefit hospital conveyance transaction. The attorney general and reporter shall be exempt from all state procurement for competitive bidding for purposes of entering into contracts pursuant to this section. The acquiring entity, upon request, shall pay the attorney general and reporter promptly for all costs of contracts entered into by the attorney general and reporter pursuant to this section. (c) The attorney general and reporter shall be entitled to reimbursement from the acquiring entity for all reasonable and actual costs incurred by the attorney general and reporter in reviewing any proposed public benefit hospital conveyance transaction under this part, including attorney fees at the billing rate used by the attorney general and reporter to bill state agencies for legal services. The acquiring entity, upon request, shall pay the attorney general and reporter promptly for all costs, but in no event shall reimbursement associated with reviewing a proposed public benefit hospital conveyance transaction exceed fifty thousand dollars ($50,000). The attorney general and reporter shall not be entitled to reimbursement for expenses incurred for any legal services rendered by external legal counsel. (d) The failure by the acquiring entity to promptly reimburse the attorney general and reporter for all costs pursuant to this section shall be sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction. Acts 2006, ch. 930, § 10.
(a) Within the time periods designated in § 48-68-204 , the attorney general and reporter may do any of the following to assist in the review of the proposed public benefit hospital conveyance transaction described in this part: (1) Contract with, consult, and receive advice from any agency of the state or the United States on such terms and conditions the attorney general and reporter deems appropriate; or (2) At the attorney general and reporter's sole discretion, contract with experts or consultants the attorney general and reporter deems appropriate to assist the attorney general and reporter in reviewing the proposed public benefit hospital conveyance transaction.
(1) Contract with, consult, and receive advice from any agency of the state or the United States on such terms and conditions the attorney general and reporter deems appropriate; or
(2) At the attorney general and reporter's sole discretion, contract with experts or consultants the attorney general and reporter deems appropriate to assist the attorney general and reporter in reviewing the proposed public benefit hospital conveyance transaction.
(b) Any contract costs incurred by the attorney general and reporter pursuant to this section shall not exceed an amount that is reasonable and necessary to conduct the review of the proposed public benefit hospital conveyance transaction. The attorney general and reporter shall be exempt from all state procurement for competitive bidding for purposes of entering into contracts pursuant to this section. The acquiring entity, upon request, shall pay the attorney general and reporter promptly for all costs of contracts entered into by the attorney general and reporter pursuant to this section.
(c) The attorney general and reporter shall be entitled to reimbursement from the acquiring entity for all reasonable and actual costs incurred by the attorney general and reporter in reviewing any proposed public benefit hospital conveyance transaction under this part, including attorney fees at the billing rate used by the attorney general and reporter to bill state agencies for legal services. The acquiring entity, upon request, shall pay the attorney general and reporter promptly for all costs, but in no event shall reimbursement associated with reviewing a proposed public benefit hospital conveyance transaction exceed fifty thousand dollars ($50,000). The attorney general and reporter shall not be entitled to reimbursement for expenses incurred for any legal services rendered by external legal counsel.
(d) The failure by the acquiring entity to promptly reimburse the attorney general and reporter for all costs pursuant to this section shall be sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 10.
Tenn. Code Ann. § 48-222-103 — TN Code / Title 48 / Chapter 222 / Section 48-222-103
Electronic communications
Status: in_force

Unless otherwise provided in the articles or operating agreement, a conference among members (or governors, if any) by any means of communication through which the participants may simultaneously hear each other during the conference constitutes attendance at the meeting in person or by proxy if all the other requirements for a meeting of this chapter are met. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 33.
Unless otherwise provided in the articles or operating agreement, a conference among members (or governors, if any) by any means of communication through which the participants may simultaneously hear each other during the conference constitutes attendance at the meeting in person or by proxy if all the other requirements for a meeting of this chapter are met.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 33.
Tenn. Code Ann. § 48-228-203 — TN Code / Title 48 / Chapter 228 / Section 48-228-203
Annual report for secretary of state
Status: in_force

(a) Each domestic LLC, and each foreign LLC authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth: (1) The name of the LLC and the jurisdiction under whose law it is incorporated; (2) The street address and zip code of its registered office and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); (4) If the LLC is board-managed (or its equivalent), the names and business addresses, including the zip code, of its governors (or their equivalent); (5) The names and business addresses, including the zip code, of its managers (or equivalent); (6) The federal employer identification number (FEIN) of the LLC, or if such number has not been obtained, a representation that it has been applied for; and (7) The number of members of the LLC at the date of filing. (b) Information in the annual report shall be current as of the date the annual report is executed on behalf of the LLC. (c) Every LLC shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the LLC's fiscal year or upon a date set by rule by the secretary of state. Amended by 2020 Tenn. Acts, ch. 719, s 14, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 783, s 11, eff. 7/1/2014. Acts 1994, ch. 868, § 1.
(a) Each domestic LLC, and each foreign LLC authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth: (1) The name of the LLC and the jurisdiction under whose law it is incorporated; (2) The street address and zip code of its registered office and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); (4) If the LLC is board-managed (or its equivalent), the names and business addresses, including the zip code, of its governors (or their equivalent); (5) The names and business addresses, including the zip code, of its managers (or equivalent); (6) The federal employer identification number (FEIN) of the LLC, or if such number has not been obtained, a representation that it has been applied for; and (7) The number of members of the LLC at the date of filing.
(1) The name of the LLC and the jurisdiction under whose law it is incorporated;
(2) The street address and zip code of its registered office and the name of its registered agent at that office in this state;
(3) The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office);
(4) If the LLC is board-managed (or its equivalent), the names and business addresses, including the zip code, of its governors (or their equivalent);
(5) The names and business addresses, including the zip code, of its managers (or equivalent);
(6) The federal employer identification number (FEIN) of the LLC, or if such number has not been obtained, a representation that it has been applied for; and
(7) The number of members of the LLC at the date of filing.
(b) Information in the annual report shall be current as of the date the annual report is executed on behalf of the LLC.
(c) Every LLC shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the LLC's fiscal year or upon a date set by rule by the secretary of state.
Amended by 2020 Tenn. Acts, ch. 719, s 14, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 11, eff. 7/1/2014.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-23-102 — TN Code / Title 48 / Chapter 23 / Section 48-23-102
Right to dissent
Status: in_force

(a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party: (A) If shareholder approval is required for the merger by § 48-21-104 or the charter and the shareholder is entitled to vote on the merger if the merger is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the merger if the merger had been submitted to a vote at a shareholders' meeting; or (B) If the corporation is a subsidiary that is merged with its parent under § 48-21-105 ; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan if the plan is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the plan if the plan had been submitted to a vote at a shareholders' meeting; (3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange if the sale or exchange is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the sale or exchange if the sale or exchange had been submitted to a vote at a shareholders' meeting, including a sale of all, or substantially all, of the property of the corporation in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale; (4) An amendment of the charter that materially and adversely affects rights in respect of a dissenter's shares because it: (A) Alters or abolishes a preferential right of the shares; (B) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares; (C) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (D) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (E) Reduces the number of shares owned by the shareholder to a fraction of a share, if the fractional share is to be acquired for cash under § 48-16-104 ; (5) Any corporate action taken pursuant to a shareholder vote to the extent the charter, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; (6) Consummation of a conversion of the corporation to another entity pursuant to chapter 21 of this title; or (7) In accordance with and to the extent provided in § 48-28-104(b) , an amendment to the charter of a corporation as described in § 48-28-104(b)(1) , or consummation of a merger or plan of share exchange as described in § 48-28-104(b)(2) . (b) A shareholder entitled to dissent and obtain payment for the shareholder's shares under this chapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation. (c) Notwithstanding subsection (a), no shareholder may dissent as to any shares of a security which, as of the date of the effectuation of the transaction which would otherwise give rise to dissenters' rights, is listed on an exchange registered under § 6 of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78f ), as amended, or is a "national market system security," as defined in rules promulgated pursuant to the Securities Exchange Act of 1934 ( 15 U.S.C. § 78a ), as amended. Amended by 2015 Tenn. Acts, ch. 497,s 2, eff. 1/1/2016. Acts 1986, ch. 887, § 13.02; 2012, ch. 1051, §§ 42 - 44.
(a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party: (A) If shareholder approval is required for the merger by § 48-21-104 or the charter and the shareholder is entitled to vote on the merger if the merger is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the merger if the merger had been submitted to a vote at a shareholders' meeting; or (B) If the corporation is a subsidiary that is merged with its parent under § 48-21-105 ; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan if the plan is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the plan if the plan had been submitted to a vote at a shareholders' meeting; (3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange if the sale or exchange is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the sale or exchange if the sale or exchange had been submitted to a vote at a shareholders' meeting, including a sale of all, or substantially all, of the property of the corporation in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale; (4) An amendment of the charter that materially and adversely affects rights in respect of a dissenter's shares because it: (A) Alters or abolishes a preferential right of the shares; (B) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares; (C) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (D) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (E) Reduces the number of shares owned by the shareholder to a fraction of a share, if the fractional share is to be acquired for cash under § 48-16-104 ; (5) Any corporate action taken pursuant to a shareholder vote to the extent the charter, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; (6) Consummation of a conversion of the corporation to another entity pursuant to chapter 21 of this title; or (7) In accordance with and to the extent provided in § 48-28-104(b) , an amendment to the charter of a corporation as described in § 48-28-104(b)(1) , or consummation of a merger or plan of share exchange as described in § 48-28-104(b)(2) .
(1) Consummation of a plan of merger to which the corporation is a party: (A) If shareholder approval is required for the merger by § 48-21-104 or the charter and the shareholder is entitled to vote on the merger if the merger is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the merger if the merger had been submitted to a vote at a shareholders' meeting; or (B) If the corporation is a subsidiary that is merged with its parent under § 48-21-105 ;
(A) If shareholder approval is required for the merger by § 48-21-104 or the charter and the shareholder is entitled to vote on the merger if the merger is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the merger if the merger had been submitted to a vote at a shareholders' meeting; or
(B) If the corporation is a subsidiary that is merged with its parent under § 48-21-105 ;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan if the plan is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the plan if the plan had been submitted to a vote at a shareholders' meeting;
(3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange if the sale or exchange is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under § 48-17-104(b) who would have been entitled to vote on the sale or exchange if the sale or exchange had been submitted to a vote at a shareholders' meeting, including a sale of all, or substantially all, of the property of the corporation in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale;
(4) An amendment of the charter that materially and adversely affects rights in respect of a dissenter's shares because it: (A) Alters or abolishes a preferential right of the shares; (B) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares; (C) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (D) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (E) Reduces the number of shares owned by the shareholder to a fraction of a share, if the fractional share is to be acquired for cash under § 48-16-104 ;
(A) Alters or abolishes a preferential right of the shares;
(B) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;
(C) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;
(D) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(E) Reduces the number of shares owned by the shareholder to a fraction of a share, if the fractional share is to be acquired for cash under § 48-16-104 ;
(5) Any corporate action taken pursuant to a shareholder vote to the extent the charter, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares;
(6) Consummation of a conversion of the corporation to another entity pursuant to chapter 21 of this title; or
(7) In accordance with and to the extent provided in § 48-28-104(b) , an amendment to the charter of a corporation as described in § 48-28-104(b)(1) , or consummation of a merger or plan of share exchange as described in § 48-28-104(b)(2) .
(b) A shareholder entitled to dissent and obtain payment for the shareholder's shares under this chapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
(c) Notwithstanding subsection (a), no shareholder may dissent as to any shares of a security which, as of the date of the effectuation of the transaction which would otherwise give rise to dissenters' rights, is listed on an exchange registered under § 6 of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78f ), as amended, or is a "national market system security," as defined in rules promulgated pursuant to the Securities Exchange Act of 1934 ( 15 U.S.C. § 78a ), as amended.
Amended by 2015 Tenn. Acts, ch. 497,s 2, eff. 1/1/2016.
Acts 1986, ch. 887, § 13.02; 2012, ch. 1051, §§ 42 - 44.
Tenn. Code Ann. § 48-249-903 — TN Code / Title 48 / Chapter 249 / Section 48-249-903
Name
Status: in_force

(a) Foreign LLC name. A foreign LLC's name, to the extent used in this state, shall meet the requirements of § 48-249-106 . (b) Indistinguishable name. A foreign LLC may apply to the secretary of state under § 48-249-106 , to utilize an indistinguishable name. (c) Assumed name. A foreign LLC may elect to adopt an assumed name under § 48-249-106 , and to renew the assumed name. (d) Change or cancellation of assumed name. A foreign LLC may, pursuant to § 48-249-106 , change or cancel an assumed name. (e) Reserved name. A foreign LLC may, pursuant to § 48-249-107 , reserve a name and transfer or cancel a reserved name. (f) Registered name. A foreign LLC may obtain and retain a registered name by complying with § 48-249-108 . Acts 2005, ch. 286, § 1; 2006, ch. 620, § 47.
(a) Foreign LLC name. A foreign LLC's name, to the extent used in this state, shall meet the requirements of § 48-249-106 .
(b) Indistinguishable name. A foreign LLC may apply to the secretary of state under § 48-249-106 , to utilize an indistinguishable name.
(c) Assumed name. A foreign LLC may elect to adopt an assumed name under § 48-249-106 , and to renew the assumed name.
(d) Change or cancellation of assumed name. A foreign LLC may, pursuant to § 48-249-106 , change or cancel an assumed name.
(e) Reserved name. A foreign LLC may, pursuant to § 48-249-107 , reserve a name and transfer or cancel a reserved name.
(f) Registered name. A foreign LLC may obtain and retain a registered name by complying with § 48-249-108 .
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 47.
Tenn. Code Ann. § 48-24-302 — TN Code / Title 48 / Chapter 24 / Section 48-24-302
Procedure for judicial dissolution
Status: in_force

(a) Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in § 48-24-301 lies in the county where the corporation's principal office (or, if none in this state, its registered office) is or was last located. (b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. (d) In a proceeding for dissolution under § 48-24-301(2) , the petitioner shall execute and file in the proceeding a bond, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in a proceeding brought under § 48-24-301 . Acts 1986, ch. 887, § 14.31.
(a) Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in § 48-24-301 lies in the county where the corporation's principal office (or, if none in this state, its registered office) is or was last located.
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) In a proceeding for dissolution under § 48-24-301(2) , the petitioner shall execute and file in the proceeding a bond, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in a proceeding brought under § 48-24-301 .
Acts 1986, ch. 887, § 14.31.
Tenn. Code Ann. § 48-54-103 — TN Code / Title 48 / Chapter 54 / Section 48-54-103
Registered name
Status: in_force

(a) A foreign corporation may register its corporate name, or an assumed corporate name under which it conducts affairs, if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under § 48-54-101(b) . (b) A foreign corporation registers its corporate name, or its assumed corporate name, or its corporate name with any changes required by § 48-65-106 , by delivering to the secretary of state for filing an application: (1) Setting forth its corporate name, or its corporate name with any changes required by § 48-65-106 , the state or country and date of its incorporation, and a brief description of the activities in which it is engaged; and (2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. The certificate shall not bear a date of more than one (1) month prior to the date the application is filed in this state. (c) The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs. (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 51-68 of this title or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. Acts 1987, ch. 242, § 4.03.
(a) A foreign corporation may register its corporate name, or an assumed corporate name under which it conducts affairs, if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under § 48-54-101(b) .
(b) A foreign corporation registers its corporate name, or its assumed corporate name, or its corporate name with any changes required by § 48-65-106 , by delivering to the secretary of state for filing an application: (1) Setting forth its corporate name, or its corporate name with any changes required by § 48-65-106 , the state or country and date of its incorporation, and a brief description of the activities in which it is engaged; and (2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. The certificate shall not bear a date of more than one (1) month prior to the date the application is filed in this state.
(1) Setting forth its corporate name, or its corporate name with any changes required by § 48-65-106 , the state or country and date of its incorporation, and a brief description of the activities in which it is engaged; and
(2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. The certificate shall not bear a date of more than one (1) month prior to the date the application is filed in this state.
(c) The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 51-68 of this title or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
Acts 1987, ch. 242, § 4.03.
Tenn. Code Ann. § 48-101-615 — TN Code / Title 48 / Chapter 101 / Section 48-101-615
Commencement of proceedings to determine fair value of shares
Status: in_force

(a) If the disqualified shareholder does not accept the professional corporation's offer under § 48-101-614(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of the shareholder's shares. (b) The corporation or disqualified shareholder shall commence the proceeding in the chancery or circuit court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The corporation shall make the disqualified shareholder a party to the proceeding court in which the proceeding is commenced is plenary and exclusive. (c) The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it. (d) The disqualified shareholder is entitled to judgment for the fair value of such shareholder's shares determined by the court as of the date of death, disqualification, transfer, retirement or termination of employment, together with interest from that date at a rate found by the court to be fair and equitable. (e) The court may order the judgment paid in installments determined by the court. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-615.
(a) If the disqualified shareholder does not accept the professional corporation's offer under § 48-101-614(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of the shareholder's shares.
(b) The corporation or disqualified shareholder shall commence the proceeding in the chancery or circuit court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The corporation shall make the disqualified shareholder a party to the proceeding court in which the proceeding is commenced is plenary and exclusive.
(c) The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.
(d) The disqualified shareholder is entitled to judgment for the fair value of such shareholder's shares determined by the court as of the date of death, disqualification, transfer, retirement or termination of employment, together with interest from that date at a rate found by the court to be fair and equitable.
(e) The court may order the judgment paid in installments determined by the court.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-615.
Tenn. Code Ann. § 48-103-112 — TN Code / Title 48 / Chapter 103 / Section 48-103-112
Civil liabilities
Status: in_force

(a) Any offeror, who purchases a security in connection with a takeover offer not in compliance with this part or by means of any false statement of a material fact or omission to state a material fact necessary to make any statement made by the offeror not misleading, shall be liable to the person selling the security to the offeror, who may sue either at law or in equity to recover the security, plus any income received by the offeror thereon, upon tender of the consideration received, or for damages. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as provided in § 48-103-107 or by certified mail to the last known address of the person liable. (b) Every person who directly or indirectly controls a person liable under subsection (a), every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly or severally with and to the same extent as such person, unless the person liable hereunder proves that the person liable did not know, and in the exercise of reasonable care could not have known, of the existence of facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable. (c) No action may be maintained under this section unless commenced before the expiration of two (2) years after the act or transaction constituting the violation. (d) The rights and remedies under this part are in addition to any other rights or remedies that may exist in law or equity. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2112, 48-5-112, 48-35-112.
(a) Any offeror, who purchases a security in connection with a takeover offer not in compliance with this part or by means of any false statement of a material fact or omission to state a material fact necessary to make any statement made by the offeror not misleading, shall be liable to the person selling the security to the offeror, who may sue either at law or in equity to recover the security, plus any income received by the offeror thereon, upon tender of the consideration received, or for damages. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as provided in § 48-103-107 or by certified mail to the last known address of the person liable.
(b) Every person who directly or indirectly controls a person liable under subsection (a), every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly or severally with and to the same extent as such person, unless the person liable hereunder proves that the person liable did not know, and in the exercise of reasonable care could not have known, of the existence of facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.
(c) No action may be maintained under this section unless commenced before the expiration of two (2) years after the act or transaction constituting the violation.
(d) The rights and remedies under this part are in addition to any other rights or remedies that may exist in law or equity.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2112, 48-5-112, 48-35-112.
Tenn. Code Ann. § 48-249-1119 — TN Code / Title 48 / Chapter 249 / Section 48-249-1119
Liability
Status: in_force

(a) Individual professional liability. Each individual who renders professional services as a member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions, to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial rights, directors, managers, officers, employees or agents of the PLLC, unless such person is also at fault. (b) PLLC professional liability. A domestic or foreign PLLC whose members, holders of financial rights, directors, managers, officers, employees or other agents perform professional services within the scope of their employment, or of their apparent authority to act for the domestic or foreign PLLC, is liable to the same extent as such members, holders of financial rights, directors, managers, officers, employees or other agents. (c) General limited liability. Except as otherwise provided by this part, the personal liability of a member, holder of financial rights, director, manager, officer, employee, or other agent of a domestic or foreign PLLC, is no greater, in any respect, than the liability of a member, holder of financial rights, director, manager, officer, employee or other agent of an LLC formed under this chapter. Acts 2005, ch. 286, § 1.
(a) Individual professional liability. Each individual who renders professional services as a member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions, to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial rights, directors, managers, officers, employees or agents of the PLLC, unless such person is also at fault.
(b) PLLC professional liability. A domestic or foreign PLLC whose members, holders of financial rights, directors, managers, officers, employees or other agents perform professional services within the scope of their employment, or of their apparent authority to act for the domestic or foreign PLLC, is liable to the same extent as such members, holders of financial rights, directors, managers, officers, employees or other agents.
(c) General limited liability. Except as otherwise provided by this part, the personal liability of a member, holder of financial rights, director, manager, officer, employee, or other agent of a domestic or foreign PLLC, is no greater, in any respect, than the liability of a member, holder of financial rights, director, manager, officer, employee or other agent of an LLC formed under this chapter.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-110 — TN Code / Title 48 / Chapter 249 / Section 48-249-110
Change of registered office or registered agent
Status: in_force

(a) Change in registered office or agent by LLC. A domestic or foreign LLC may change its registered office or registered agent by filing a statement of change with the secretary of state that sets forth: (1) The name of the domestic or foreign LLC; (2) If the current registered office is to be changed, the street address of the new registered office, including the zip code, and the county in which the office is located; (3) If the current registered agent is to be changed, the name of the new registered agent; and (4) A statement that, after the change or changes are made, the street addresses of the registered office and the business office of its registered agent will be identical. (b) Change in registered office by registered agent. If a registered agent changes the street address of such registered agent's business office, the registered agent may change the street address of the registered office of any domestic or foreign LLC for which the registered agent is the registered agent, by notifying the affected domestic or foreign LLC in writing of the change, and by signing, either manually or by facsimile, and by filing a statement with the secretary of state that complies with the requirements of subsection (a), and that recites that the affected domestic or foreign LLC has been notified of the change. Acts 2005, ch. 286, § 1.
(a) Change in registered office or agent by LLC. A domestic or foreign LLC may change its registered office or registered agent by filing a statement of change with the secretary of state that sets forth: (1) The name of the domestic or foreign LLC; (2) If the current registered office is to be changed, the street address of the new registered office, including the zip code, and the county in which the office is located; (3) If the current registered agent is to be changed, the name of the new registered agent; and (4) A statement that, after the change or changes are made, the street addresses of the registered office and the business office of its registered agent will be identical.
(1) The name of the domestic or foreign LLC;
(2) If the current registered office is to be changed, the street address of the new registered office, including the zip code, and the county in which the office is located;
(3) If the current registered agent is to be changed, the name of the new registered agent; and
(4) A statement that, after the change or changes are made, the street addresses of the registered office and the business office of its registered agent will be identical.
(b) Change in registered office by registered agent. If a registered agent changes the street address of such registered agent's business office, the registered agent may change the street address of the registered office of any domestic or foreign LLC for which the registered agent is the registered agent, by notifying the affected domestic or foreign LLC in writing of the change, and by signing, either manually or by facsimile, and by filing a statement with the secretary of state that complies with the requirements of subsection (a), and that recites that the affected domestic or foreign LLC has been notified of the change.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-120 — TN Code / Title 48 / Chapter 101 / Section 48-101-120
State credit not pledged
Status: in_force

Under no circumstances is the credit of the state pledged herein. Acts 1959, ch. 170, § 17; T.C.A., §§ 48-1720, 48-3-120.
Under no circumstances is the credit of the state pledged herein.
Acts 1959, ch. 170, § 17; T.C.A., §§ 48-1720, 48-3-120.
Tenn. Code Ann. § 48-101-302 — TN Code / Title 48 / Chapter 101 / Section 48-101-302
Purpose of part - Liberal construction
Status: in_force

(a) It is hereby determined and declared that for the benefit of the people of the state of Tennessee, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their health and living conditions, it is essential that the people of this state have access to adequate medical care and hospital facilities, that the elderly residents of the state be assisted, and that the youth of this state be given the fullest opportunity to learn and to develop their intellectual and mental capacities; that it is essential that hospital institutions and institutions for higher education within the state be provided with appropriate additional means to assist in the development and maintenance of the public health, especially for the elderly, and to assist such youth in achieving a higher level of learning and the development of their intellectual and mental capacities; that it is the purpose of this part to provide a measure of assistance and an alternative method to enable hospital institutions and institutions for higher education in the state of Tennessee to provide the facilities which are sorely needed to accomplish the purposes of this part, all to the public benefit and good, as more fully provided herein; and it is the intent of the general assembly by the passage of this part to authorize the incorporation in the several municipalities in this state of public corporations to finance, acquire, own, lease and/or dispose of properties to the end that such corporations may be able to promote the health and higher education of the people of this state, and to vest such corporations with all powers that may be necessary to enable them to accomplish such purposes. It is not intended hereby that any such corporation shall itself be authorized to operate any such enterprise. This part shall be liberally construed in conformity with such intention. (b) In conjunction with the above purposes of this part, it is further determined and declared that it is for the benefit of the people of the state of Tennessee, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their health and living conditions, that provision be made for additional facilities for educational training and related facilities for individuals with physical and/or intellectual disability; that provision should be made for appropriate educational means to assist in the development and maintenance of the physical and mental health of the affected individuals and the development of their mental and intellectual capacities to the extent that they may be actively involved and participate in the normal day-to-day functions of the citizens of the state of Tennessee, and that it is the intent of the general assembly by the passage of this part to facilitate the foregoing purposes stated herein and above. (c) In conjunction with the above purposes of this part, it is further determined and declared that it is for the benefit of the people of the state of Tennessee, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their health and living conditions, that provision be made for additional safe and sanitary multi-family housing facilities to be used by persons of low and/or moderate income; that provisions should be made for appropriate safe and sanitary housing of the affected individuals and the improvement of their living standards to the extent that they may be actively involved and participate in the normal day-to-day functions of the citizens of the state of Tennessee, and that it is the intent of the general assembly by the passage of this part to facilitate the foregoing purposes stated herein to the fullest extent allowed the several states of the union pursuant to the laws and regulations of the United States. Acts 1969, ch. 333, § 2; 1975, ch. 29, § 3; 1976, ch. 514, § 2; 1982, ch. 947, § 3; T.C.A., §§ 48-1902, 48-3-302; Acts 2011, ch. 158, § 22.
(a) It is hereby determined and declared that for the benefit of the people of the state of Tennessee, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their health and living conditions, it is essential that the people of this state have access to adequate medical care and hospital facilities, that the elderly residents of the state be assisted, and that the youth of this state be given the fullest opportunity to learn and to develop their intellectual and mental capacities; that it is essential that hospital institutions and institutions for higher education within the state be provided with appropriate additional means to assist in the development and maintenance of the public health, especially for the elderly, and to assist such youth in achieving a higher level of learning and the development of their intellectual and mental capacities; that it is the purpose of this part to provide a measure of assistance and an alternative method to enable hospital institutions and institutions for higher education in the state of Tennessee to provide the facilities which are sorely needed to accomplish the purposes of this part, all to the public benefit and good, as more fully provided herein; and it is the intent of the general assembly by the passage of this part to authorize the incorporation in the several municipalities in this state of public corporations to finance, acquire, own, lease and/or dispose of properties to the end that such corporations may be able to promote the health and higher education of the people of this state, and to vest such corporations with all powers that may be necessary to enable them to accomplish such purposes. It is not intended hereby that any such corporation shall itself be authorized to operate any such enterprise. This part shall be liberally construed in conformity with such intention.
(b) In conjunction with the above purposes of this part, it is further determined and declared that it is for the benefit of the people of the state of Tennessee, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their health and living conditions, that provision be made for additional facilities for educational training and related facilities for individuals with physical and/or intellectual disability; that provision should be made for appropriate educational means to assist in the development and maintenance of the physical and mental health of the affected individuals and the development of their mental and intellectual capacities to the extent that they may be actively involved and participate in the normal day-to-day functions of the citizens of the state of Tennessee, and that it is the intent of the general assembly by the passage of this part to facilitate the foregoing purposes stated herein and above.
(c) In conjunction with the above purposes of this part, it is further determined and declared that it is for the benefit of the people of the state of Tennessee, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their health and living conditions, that provision be made for additional safe and sanitary multi-family housing facilities to be used by persons of low and/or moderate income; that provisions should be made for appropriate safe and sanitary housing of the affected individuals and the improvement of their living standards to the extent that they may be actively involved and participate in the normal day-to-day functions of the citizens of the state of Tennessee, and that it is the intent of the general assembly by the passage of this part to facilitate the foregoing purposes stated herein to the fullest extent allowed the several states of the union pursuant to the laws and regulations of the United States.
Acts 1969, ch. 333, § 2; 1975, ch. 29, § 3; 1976, ch. 514, § 2; 1982, ch. 947, § 3; T.C.A., §§ 48-1902, 48-3-302; Acts 2011, ch. 158, § 22.
Tenn. Code Ann. § 48-248-405 — TN Code / Title 48 / Chapter 248 / Section 48-248-405
Privilege
Status: in_force

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this chapter. The privilege applies to a domestic or foreign PLLC and to its members and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services. Acts 1994, ch. 868, § 1.
A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this chapter. The privilege applies to a domestic or foreign PLLC and to its members and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-239-115 — TN Code / Title 48 / Chapter 239 / Section 48-239-115
Standard of conduct
Status: in_force

(a) Standard and Liability. A governor shall discharge the duties of the position as a governor, including duties as a member of a committee, in good faith, in a manner the governor reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. (b) Reliance. (1) A governor is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (A) One (1) or more managers or employees of the LLC whom the governor reasonably believes to be reliable and competent in the matters presented; (B) Legal counsel, public accountants, or other persons as to matters that the governor reasonably believes are within the person's professional or expert competence; or (C) A committee of the board of governors of which the governor is not a member, if the governor reasonably believes the committee merits confidence. (2) A governor is not acting in good faith if the governor has knowledge concerning the matter in question that makes reliance otherwise permitted by subdivision (b)(1) unwarranted. (c) Limitation on Liability. A governor is not liable for any action taken as a governor, or any failure to take action, if the governor performed the duties of the office in compliance with subsections (a) and (b). (d) Elimination or Limitation of Liability. A governor's personal liability to the LLC or its members for monetary damages for breach of fiduciary duty as a governor may be eliminated or limited in the articles or operating agreement; such provisions shall not eliminate or limit the liability of a governor for the following: (1) For any breach of the governor's duty of loyalty to the LLC or its members; however, the articles or operating agreement may define the duty of loyalty in a manner to reflect the understanding of the parties, provided such definition is not manifestly unreasonable under the circumstances; (2) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) Under § 48-237-101 ; or (4) For any act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective. (e) Modification of Standard of Conduct in Articles or Operating Agreement. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct for governors in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances. (f) Burden of Proof. A person alleging a violation of this section has the burden of proving the violation. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 56-58.
(a) Standard and Liability. A governor shall discharge the duties of the position as a governor, including duties as a member of a committee, in good faith, in a manner the governor reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(b) Reliance. (1) A governor is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (A) One (1) or more managers or employees of the LLC whom the governor reasonably believes to be reliable and competent in the matters presented; (B) Legal counsel, public accountants, or other persons as to matters that the governor reasonably believes are within the person's professional or expert competence; or (C) A committee of the board of governors of which the governor is not a member, if the governor reasonably believes the committee merits confidence. (2) A governor is not acting in good faith if the governor has knowledge concerning the matter in question that makes reliance otherwise permitted by subdivision (b)(1) unwarranted.
(1) A governor is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (A) One (1) or more managers or employees of the LLC whom the governor reasonably believes to be reliable and competent in the matters presented; (B) Legal counsel, public accountants, or other persons as to matters that the governor reasonably believes are within the person's professional or expert competence; or (C) A committee of the board of governors of which the governor is not a member, if the governor reasonably believes the committee merits confidence.
(A) One (1) or more managers or employees of the LLC whom the governor reasonably believes to be reliable and competent in the matters presented;
(B) Legal counsel, public accountants, or other persons as to matters that the governor reasonably believes are within the person's professional or expert competence; or
(C) A committee of the board of governors of which the governor is not a member, if the governor reasonably believes the committee merits confidence.
(2) A governor is not acting in good faith if the governor has knowledge concerning the matter in question that makes reliance otherwise permitted by subdivision (b)(1) unwarranted.
(c) Limitation on Liability. A governor is not liable for any action taken as a governor, or any failure to take action, if the governor performed the duties of the office in compliance with subsections (a) and (b).
(d) Elimination or Limitation of Liability. A governor's personal liability to the LLC or its members for monetary damages for breach of fiduciary duty as a governor may be eliminated or limited in the articles or operating agreement; such provisions shall not eliminate or limit the liability of a governor for the following: (1) For any breach of the governor's duty of loyalty to the LLC or its members; however, the articles or operating agreement may define the duty of loyalty in a manner to reflect the understanding of the parties, provided such definition is not manifestly unreasonable under the circumstances; (2) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) Under § 48-237-101 ; or (4) For any act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
(1) For any breach of the governor's duty of loyalty to the LLC or its members; however, the articles or operating agreement may define the duty of loyalty in a manner to reflect the understanding of the parties, provided such definition is not manifestly unreasonable under the circumstances;
(2) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) Under § 48-237-101 ; or
(4) For any act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
(e) Modification of Standard of Conduct in Articles or Operating Agreement. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct for governors in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.
(f) Burden of Proof. A person alleging a violation of this section has the burden of proving the violation.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 56-58.
Tenn. Code Ann. § 48-23-203 — TN Code / Title 48 / Chapter 23 / Section 48-23-203
Dissenters' notice
Status: in_force

(a) If a corporate action requiring dissenters' rights under § 48-23-102(a) becomes effective, the corporation must send a written dissenters' notice and form required by subdivision (b)(1) to all shareholders who satisfy the requirements of § 48-23-202(a) or § 48-23-202(b) . In the case of a merger under § 48-21-105 , the parent must deliver a dissenters' notice and form to all record shareholders who may be entitled to assert dissenters' rights. (b) The dissenters' notice must be delivered no earlier than the date the corporate action specified in § 48-23-102(a) became effective, and no later than (10) days after such date, and must: (1) Supply a form that: (A) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action; (B) If such announcement was made, requires the shareholder asserting dissenters' rights to certify whether beneficial ownership of those shares for which dissenters' rights are asserted was acquired before that date; and (C) Requires the shareholder asserting dissenters' rights to certify that such shareholder did not vote for or consent to the transaction; (2) State: (A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subdivision (b)(2)(B); (B) A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the subsection (a) dissenters' notice is sent, and state that the shareholder shall have waived the right to demand payment with respect to the shares unless the form is received by the corporation by such specified date; (C) The corporation's estimate of the fair value of shares; and (D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subdivision (b)(2)(B) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and (3) Be accompanied by 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 . Amended by 2015 Tenn. Acts, ch. 60,s 3, eff. 4/6/2015. Acts 1986, ch. 887, § 13.22; 2012, ch. 1051, § 47.
(a) If a corporate action requiring dissenters' rights under § 48-23-102(a) becomes effective, the corporation must send a written dissenters' notice and form required by subdivision (b)(1) to all shareholders who satisfy the requirements of § 48-23-202(a) or § 48-23-202(b) . In the case of a merger under § 48-21-105 , the parent must deliver a dissenters' notice and form to all record shareholders who may be entitled to assert dissenters' rights.
(b) The dissenters' notice must be delivered no earlier than the date the corporate action specified in § 48-23-102(a) became effective, and no later than (10) days after such date, and must: (1) Supply a form that: (A) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action; (B) If such announcement was made, requires the shareholder asserting dissenters' rights to certify whether beneficial ownership of those shares for which dissenters' rights are asserted was acquired before that date; and (C) Requires the shareholder asserting dissenters' rights to certify that such shareholder did not vote for or consent to the transaction; (2) State: (A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subdivision (b)(2)(B); (B) A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the subsection (a) dissenters' notice is sent, and state that the shareholder shall have waived the right to demand payment with respect to the shares unless the form is received by the corporation by such specified date; (C) The corporation's estimate of the fair value of shares; and (D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subdivision (b)(2)(B) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and (3) Be accompanied by 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 .
(1) Supply a form that: (A) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action; (B) If such announcement was made, requires the shareholder asserting dissenters' rights to certify whether beneficial ownership of those shares for which dissenters' rights are asserted was acquired before that date; and (C) Requires the shareholder asserting dissenters' rights to certify that such shareholder did not vote for or consent to the transaction;
(A) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action;
(B) If such announcement was made, requires the shareholder asserting dissenters' rights to certify whether beneficial ownership of those shares for which dissenters' rights are asserted was acquired before that date; and
(C) Requires the shareholder asserting dissenters' rights to certify that such shareholder did not vote for or consent to the transaction;
(2) State: (A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subdivision (b)(2)(B); (B) A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the subsection (a) dissenters' notice is sent, and state that the shareholder shall have waived the right to demand payment with respect to the shares unless the form is received by the corporation by such specified date; (C) The corporation's estimate of the fair value of shares; and (D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subdivision (b)(2)(B) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subdivision (b)(2)(B);
(B) A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the subsection (a) dissenters' notice is sent, and state that the shareholder shall have waived the right to demand payment with respect to the shares unless the form is received by the corporation by such specified date;
(C) The corporation's estimate of the fair value of shares; and
(D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subdivision (b)(2)(B) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(3) Be accompanied by 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 .
Amended by 2015 Tenn. Acts, ch. 60,s 3, eff. 4/6/2015.
Acts 1986, ch. 887, § 13.22; 2012, ch. 1051, § 47.
Tenn. Code Ann. § 48-232-102 — TN Code / Title 48 / Chapter 232 / Section 48-232-102
Admission of members
Status: in_force

(a) Approval of a New Member. Except as otherwise provided in the articles or operating agreement after an LLC is formed, all members must approve the admission of a new person or entity as a member, the interest of such member and the contribution of such member. The articles or operating agreement may delegate the authority to approve the identity of a new member, such member's contribution and/or such member's interest to the board of governors. The sole member of an LLC may freely assign governance rights and/or membership interests in the LLC at any time. The articles or operating agreement may provide that the governance rights associated with membership interests or classes of membership interests may be transferred to persons who will become members upon such transfer without requiring consent of the members or governors. (b) Minimum Approval of Members. Except in the case of a single-member LLC or as provided in subsection (d), if approval of the admission of a new member is by the members, neither the articles nor the operating agreement may reduce the vote of the members required to approve the admission of a new member to less than either a per capita majority of the nontransferring members or a majority of the profits interest of the nontransferring members or a majority of the capital interest of the nontransferring members. With respect to a single-member LLC, the transferring member may approve the admission of one (1) or more new members. (c) Minimum Approval of Governors. If approval of the admission of a new member of a board-managed LLC is by the board of governors, neither the articles nor the operating agreement may reduce the vote of the governors required to approve the admission of a new member to less than a majority in number of the nontransferring governors who are members. (d) Consent Is Discretionary. All consents under this section may be unreasonably withheld and are in the sole discretion of the member or governor. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 40; 1999, ch. 346, §§ 4, 5; 1999, ch. 455, § 16.
(a) Approval of a New Member. Except as otherwise provided in the articles or operating agreement after an LLC is formed, all members must approve the admission of a new person or entity as a member, the interest of such member and the contribution of such member. The articles or operating agreement may delegate the authority to approve the identity of a new member, such member's contribution and/or such member's interest to the board of governors. The sole member of an LLC may freely assign governance rights and/or membership interests in the LLC at any time. The articles or operating agreement may provide that the governance rights associated with membership interests or classes of membership interests may be transferred to persons who will become members upon such transfer without requiring consent of the members or governors.
(b) Minimum Approval of Members. Except in the case of a single-member LLC or as provided in subsection (d), if approval of the admission of a new member is by the members, neither the articles nor the operating agreement may reduce the vote of the members required to approve the admission of a new member to less than either a per capita majority of the nontransferring members or a majority of the profits interest of the nontransferring members or a majority of the capital interest of the nontransferring members. With respect to a single-member LLC, the transferring member may approve the admission of one (1) or more new members.
(c) Minimum Approval of Governors. If approval of the admission of a new member of a board-managed LLC is by the board of governors, neither the articles nor the operating agreement may reduce the vote of the governors required to approve the admission of a new member to less than a majority in number of the nontransferring governors who are members.
(d) Consent Is Discretionary. All consents under this section may be unreasonably withheld and are in the sole discretion of the member or governor.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 40; 1999, ch. 346, §§ 4, 5; 1999, ch. 455, § 16.
Tenn. Code Ann. § 48-66-102 — TN Code / Title 48 / Chapter 66 / Section 48-66-102
Inspection of records by members
Status: in_force

(a) Subject to § 48-66-103(c) , a member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the records of the corporation described in § 48-66-101(e) if the member gives the corporation a written demand at least five (5) business days before the date on which the member wishes to inspect and copy. (b) A member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy: (1) Excerpts from any records required to be maintained under § 48-66-101(a) , to the extent not subject to inspection under subsection (a); (2) Accounting records of the corporation; and (3) Subject to § 48-66-105 , the membership list. (c) A member may inspect and copy the records identified in subsection (b) only if: (1) The member's demand is made in good faith and for a proper purpose; (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and (3) The records are directly connected with the purpose for which the demand is made. (d) The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws. (e) This section does not affect: (1) The right of a member to inspect records under § 48-57-201 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of chapters 51-68 of this title, to compel the production of corporate records for examination. Amended by 2014 Tenn. Acts, ch. 899,s 82, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 81, eff. 1/1/2015. Acts 1987, ch. 242, § 16.02.
(a) Subject to § 48-66-103(c) , a member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the records of the corporation described in § 48-66-101(e) if the member gives the corporation a written demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(b) A member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy: (1) Excerpts from any records required to be maintained under § 48-66-101(a) , to the extent not subject to inspection under subsection (a); (2) Accounting records of the corporation; and (3) Subject to § 48-66-105 , the membership list.
(1) Excerpts from any records required to be maintained under § 48-66-101(a) , to the extent not subject to inspection under subsection (a);
(2) Accounting records of the corporation; and
(3) Subject to § 48-66-105 , the membership list.
(c) A member may inspect and copy the records identified in subsection (b) only if: (1) The member's demand is made in good faith and for a proper purpose; (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and (3) The records are directly connected with the purpose for which the demand is made.
(1) The member's demand is made in good faith and for a proper purpose;
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3) The records are directly connected with the purpose for which the demand is made.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws.
(e) This section does not affect: (1) The right of a member to inspect records under § 48-57-201 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of chapters 51-68 of this title, to compel the production of corporate records for examination.
(1) The right of a member to inspect records under § 48-57-201 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a court, independently of chapters 51-68 of this title, to compel the production of corporate records for examination.
Amended by 2014 Tenn. Acts, ch. 899,s 82, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 81, eff. 1/1/2015.
Acts 1987, ch. 242, § 16.02.
Tenn. Code Ann. § 48-26-106 — TN Code / Title 48 / Chapter 26 / Section 48-26-106
Exception to notice requirements
Status: in_force

(a) Whenever notice would otherwise be required to be given under chapters 11-27 of this title to a shareholder, such notice need not be given if: (1) Notices to shareholders of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable and could not be delivered; or (2) All, but not less than two (2), payments of dividends on securities during a twelve-month period, or two (2) consecutive payments of dividends on securities during a period of more than twelve (12) months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered. (b) If any such shareholder delivers to the corporation a written notice setting forth such shareholder's then current address, the requirement that notice be given to such shareholder shall be reinstated. Acts 2012, ch. 1051, § 56.
(a) Whenever notice would otherwise be required to be given under chapters 11-27 of this title to a shareholder, such notice need not be given if: (1) Notices to shareholders of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable and could not be delivered; or (2) All, but not less than two (2), payments of dividends on securities during a twelve-month period, or two (2) consecutive payments of dividends on securities during a period of more than twelve (12) months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(1) Notices to shareholders of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable and could not be delivered; or
(2) All, but not less than two (2), payments of dividends on securities during a twelve-month period, or two (2) consecutive payments of dividends on securities during a period of more than twelve (12) months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(b) If any such shareholder delivers to the corporation a written notice setting forth such shareholder's then current address, the requirement that notice be given to such shareholder shall be reinstated.
Acts 2012, ch. 1051, § 56.
Tenn. Code Ann. § 48-101-617 — TN Code / Title 48 / Chapter 101 / Section 48-101-617
Shares of a disqualified person
Status: in_force

If the shares of a disqualified person are not acquired under § 48-101-614 or § 48-101-615 within ten (10) months after the death of the shareholder or within five (5) months after the disqualification, transfer, retirement or termination of employment, the professional corporation shall immediately cancel the shares on its books, and the disqualified person has no further interest as a shareholder in the corporation other than such disqualified person's right to payment of the fair value of the shares under § 48-101-614 or § 48-101-615 . Acts 1992, ch. 698, § 1; T.C.A., § 48-3-617.
If the shares of a disqualified person are not acquired under § 48-101-614 or § 48-101-615 within ten (10) months after the death of the shareholder or within five (5) months after the disqualification, transfer, retirement or termination of employment, the professional corporation shall immediately cancel the shares on its books, and the disqualified person has no further interest as a shareholder in the corporation other than such disqualified person's right to payment of the fair value of the shares under § 48-101-614 or § 48-101-615 .
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-617.
Tenn. Code Ann. § 48-249-702 — TN Code / Title 48 / Chapter 249 / Section 48-249-702
Merger
Status: in_force

(a) General. One (1) or more domestic LLCs may, under an agreement or plan of merger, merge with or into one (1) or more domestic LLCs or other entities by complying with this section. Any constituent party to the merger may be the surviving entity, as the agreement or plan of merger shall provide. (b) Compliance with other applicable law. If any constituent party to a merger is a foreign entity, the merger shall be permitted under the laws of the jurisdiction of the foreign entity, and the foreign entity shall comply with such laws. If any constituent party to a merger is a domestic entity, the merger shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Revised Uniform Partnership Act, compiled in title 61, chapter 1, permitting or authorizing a partnership formed under that act to merge with or into an LLC, a partnership formed under the Revised Uniform Partnership Act is authorized to merge with or into one (1) or more LLCs, upon the approval by all of the partners of the partnership or by the number or percentage of partners specified for merger in the partnership agreement of the partnership. (c) Approval. (1) The agreement or plan of merger shall be approved on behalf of any domestic LLC that is a constituent party to the merger, by: (A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC. (2) In the event a domestic LLC merges with or into a domestic or foreign partnership or limited partnership and the partnership or limited partnership is the surviving entity, the agreement or plan of merger shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the merger, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable. (d) Merger consideration. In connection with a merger under this section, rights or securities of, or other equity interests in, a domestic LLC or other entity that is a constituent party to the merger may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving domestic LLC or other entity, or, in addition to or in lieu of that merger consideration, may be exchanged for or converted into cash, property, rights or securities of or interests in a domestic LLC or other entity that is not the surviving domestic LLC or other surviving entity in the merger. (e) Certificate of merger. A domestic LLC merging under this section shall file a certificate of merger with the secretary of state. The certificate of merger shall state the following: (1) The name and jurisdiction of each constituent party to the merger; (2) That an agreement or plan of merger has been approved and executed by each constituent party to the merger; (3) The name of the surviving constituent party; (4) In the case of a merger in which a domestic LLC is the surviving entity, such amendments, if any, to the articles of organization of the surviving domestic LLC as are desired to be effected by the merger; (5) The future effective date or time of the merger, if it is not to be effective upon the filing of the certificate of merger; (6) That the agreement or plan of merger is on file at a place of business of the surviving constituent party, and the address of that place of business; (7) That a copy of the agreement or plan of merger shall be furnished by the surviving constituent party, on request and without cost, to any person holding an interest in a constituent party to the merger; and (8) If the surviving entity is a foreign entity, a statement that the surviving foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic LLC that is a constituent party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (e)(8) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this subdivision (e)(8), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving other entity at all the addresses furnished by the plaintiff, in accordance with the procedures set forth in § 48-249-113 . (f) Effective time. Unless a future effective date or time is provided in a certificate of merger, in which event a merger shall be effective at that future effective date or time, a merger shall be effective upon filing a certificate of merger with the secretary of state. (g) Effect on nonsurviving domestic LLC. A certificate of merger, as filed with the secretary of state, shall act as notice of dissolution and articles of termination for a domestic LLC that is not the surviving entity in the merger. A merger of a domestic LLC, including a domestic LLC that is not the surviving entity in the merger, shall not require the domestic LLC to wind up its affairs under § 48-249-610 , or to pay its liabilities and distribute its assets under § 48-249-620 . (h) Amendment of articles of organization. A certificate of merger that sets forth any amendment, in accordance with subdivision (e)(4), shall be deemed to be an amendment to the articles of organization of the surviving domestic LLC, and the surviving domestic LLC shall not be required to take any further action to amend its articles of organization under § 48-249-204 , with respect to the amendments set forth in the certificate of merger. (i) Amendment of operating agreement. An agreement or plan of merger approved in accordance with subsection (c) may effect any amendment to the operating agreement of the surviving LLC in the merger, or the adoption of a new operating agreement for the surviving LLC in the merger; provided, that the amendment or new operating agreement receives the approval required for amendment of the operating agreement under § 48-249-204(c) . Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection (i) shall be effective at the effective date and time of the merger. (j) Effect of merger. When any merger has become effective under this section, for all purposes of the laws of this state: (1) All of the rights, privileges and powers of each constituent party to the merger and all property, real, personal and mixed, of, and all debts due to, any constituent party to the merger, as well as all other things and causes of action belonging to each constituent party to the merger, shall be vested in the surviving constituent party, and thereafter shall be the property of the surviving constituent party as they were of each constituent party to the merger prior to the merger; (2) The title to any real property vested, by deed or otherwise, in any constituent party to the merger shall not revert or be in any way impaired by reason of this section; (3) All rights of creditors, and all liens upon any property of any constituent party to the merger, shall be preserved unimpaired; (4) All debts, liabilities and obligations of each of the constituent parties that have merged shall thenceforth attach to the surviving constituent party and may be enforced against it to the same extent as if the debts, liabilities and obligations had been incurred or contracted by it; and (5) A proceeding pending against an entity that is a constituent party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party for any entity whose existence ceased in the merger. (k) Abandonment of merger. (1) After an agreement or plan of merger has been approved as required by this section, and at any time before the merger has become effective, the merger may be abandoned, subject to any contractual rights, by any entity that is a constituent party to the merger, in accordance with the procedures set forth in the agreement or plan of merger, or, if no such procedures are set forth in the agreement or plan of merger by: (A) Any domestic LLC that is a constituent party to the merger, in a manner determined by the members with respect to a member-managed LLC, by the managers with respect to a manager-managed LLC, or by the directors with respect to a director-managed LLC; and (B) Another entity that is a constituent party to the merger in accordance with applicable law with respect to the other entity. (2) If the merger is abandoned after the certificate of merger has been filed with the secretary of state, but before the merger has become effective, a statement, executed by each constituent party to the merger, stating that the merger has been abandoned in accordance with the agreement or plan of merger or this section, shall be filed with the secretary of state prior to the effectiveness of the merger. (l) Nonexclusivity. This section is nonexclusive. A domestic LLC may be merged in any other manner provided by law. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 37 - 39.
(a) General. One (1) or more domestic LLCs may, under an agreement or plan of merger, merge with or into one (1) or more domestic LLCs or other entities by complying with this section. Any constituent party to the merger may be the surviving entity, as the agreement or plan of merger shall provide.
(b) Compliance with other applicable law. If any constituent party to a merger is a foreign entity, the merger shall be permitted under the laws of the jurisdiction of the foreign entity, and the foreign entity shall comply with such laws. If any constituent party to a merger is a domestic entity, the merger shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Revised Uniform Partnership Act, compiled in title 61, chapter 1, permitting or authorizing a partnership formed under that act to merge with or into an LLC, a partnership formed under the Revised Uniform Partnership Act is authorized to merge with or into one (1) or more LLCs, upon the approval by all of the partners of the partnership or by the number or percentage of partners specified for merger in the partnership agreement of the partnership.
(c) Approval. (1) The agreement or plan of merger shall be approved on behalf of any domestic LLC that is a constituent party to the merger, by: (A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC. (2) In the event a domestic LLC merges with or into a domestic or foreign partnership or limited partnership and the partnership or limited partnership is the surviving entity, the agreement or plan of merger shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the merger, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable.
(1) The agreement or plan of merger shall be approved on behalf of any domestic LLC that is a constituent party to the merger, by: (A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and
(B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(2) In the event a domestic LLC merges with or into a domestic or foreign partnership or limited partnership and the partnership or limited partnership is the surviving entity, the agreement or plan of merger shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the merger, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable.
(d) Merger consideration. In connection with a merger under this section, rights or securities of, or other equity interests in, a domestic LLC or other entity that is a constituent party to the merger may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving domestic LLC or other entity, or, in addition to or in lieu of that merger consideration, may be exchanged for or converted into cash, property, rights or securities of or interests in a domestic LLC or other entity that is not the surviving domestic LLC or other surviving entity in the merger.
(e) Certificate of merger. A domestic LLC merging under this section shall file a certificate of merger with the secretary of state. The certificate of merger shall state the following: (1) The name and jurisdiction of each constituent party to the merger; (2) That an agreement or plan of merger has been approved and executed by each constituent party to the merger; (3) The name of the surviving constituent party; (4) In the case of a merger in which a domestic LLC is the surviving entity, such amendments, if any, to the articles of organization of the surviving domestic LLC as are desired to be effected by the merger; (5) The future effective date or time of the merger, if it is not to be effective upon the filing of the certificate of merger; (6) That the agreement or plan of merger is on file at a place of business of the surviving constituent party, and the address of that place of business; (7) That a copy of the agreement or plan of merger shall be furnished by the surviving constituent party, on request and without cost, to any person holding an interest in a constituent party to the merger; and (8) If the surviving entity is a foreign entity, a statement that the surviving foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic LLC that is a constituent party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (e)(8) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this subdivision (e)(8), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving other entity at all the addresses furnished by the plaintiff, in accordance with the procedures set forth in § 48-249-113 .
(1) The name and jurisdiction of each constituent party to the merger;
(2) That an agreement or plan of merger has been approved and executed by each constituent party to the merger;
(3) The name of the surviving constituent party;
(4) In the case of a merger in which a domestic LLC is the surviving entity, such amendments, if any, to the articles of organization of the surviving domestic LLC as are desired to be effected by the merger;
(5) The future effective date or time of the merger, if it is not to be effective upon the filing of the certificate of merger;
(6) That the agreement or plan of merger is on file at a place of business of the surviving constituent party, and the address of that place of business;
(7) That a copy of the agreement or plan of merger shall be furnished by the surviving constituent party, on request and without cost, to any person holding an interest in a constituent party to the merger; and
(8) If the surviving entity is a foreign entity, a statement that the surviving foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic LLC that is a constituent party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (e)(8) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this subdivision (e)(8), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving other entity at all the addresses furnished by the plaintiff, in accordance with the procedures set forth in § 48-249-113 .
(f) Effective time. Unless a future effective date or time is provided in a certificate of merger, in which event a merger shall be effective at that future effective date or time, a merger shall be effective upon filing a certificate of merger with the secretary of state.
(g) Effect on nonsurviving domestic LLC. A certificate of merger, as filed with the secretary of state, shall act as notice of dissolution and articles of termination for a domestic LLC that is not the surviving entity in the merger. A merger of a domestic LLC, including a domestic LLC that is not the surviving entity in the merger, shall not require the domestic LLC to wind up its affairs under § 48-249-610 , or to pay its liabilities and distribute its assets under § 48-249-620 .
(h) Amendment of articles of organization. A certificate of merger that sets forth any amendment, in accordance with subdivision (e)(4), shall be deemed to be an amendment to the articles of organization of the surviving domestic LLC, and the surviving domestic LLC shall not be required to take any further action to amend its articles of organization under § 48-249-204 , with respect to the amendments set forth in the certificate of merger.
(i) Amendment of operating agreement. An agreement or plan of merger approved in accordance with subsection (c) may effect any amendment to the operating agreement of the surviving LLC in the merger, or the adoption of a new operating agreement for the surviving LLC in the merger; provided, that the amendment or new operating agreement receives the approval required for amendment of the operating agreement under § 48-249-204(c) . Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection (i) shall be effective at the effective date and time of the merger.
(j) Effect of merger. When any merger has become effective under this section, for all purposes of the laws of this state: (1) All of the rights, privileges and powers of each constituent party to the merger and all property, real, personal and mixed, of, and all debts due to, any constituent party to the merger, as well as all other things and causes of action belonging to each constituent party to the merger, shall be vested in the surviving constituent party, and thereafter shall be the property of the surviving constituent party as they were of each constituent party to the merger prior to the merger; (2) The title to any real property vested, by deed or otherwise, in any constituent party to the merger shall not revert or be in any way impaired by reason of this section; (3) All rights of creditors, and all liens upon any property of any constituent party to the merger, shall be preserved unimpaired; (4) All debts, liabilities and obligations of each of the constituent parties that have merged shall thenceforth attach to the surviving constituent party and may be enforced against it to the same extent as if the debts, liabilities and obligations had been incurred or contracted by it; and (5) A proceeding pending against an entity that is a constituent party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party for any entity whose existence ceased in the merger.
(1) All of the rights, privileges and powers of each constituent party to the merger and all property, real, personal and mixed, of, and all debts due to, any constituent party to the merger, as well as all other things and causes of action belonging to each constituent party to the merger, shall be vested in the surviving constituent party, and thereafter shall be the property of the surviving constituent party as they were of each constituent party to the merger prior to the merger;
(2) The title to any real property vested, by deed or otherwise, in any constituent party to the merger shall not revert or be in any way impaired by reason of this section;
(3) All rights of creditors, and all liens upon any property of any constituent party to the merger, shall be preserved unimpaired;
(4) All debts, liabilities and obligations of each of the constituent parties that have merged shall thenceforth attach to the surviving constituent party and may be enforced against it to the same extent as if the debts, liabilities and obligations had been incurred or contracted by it; and
(5) A proceeding pending against an entity that is a constituent party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party for any entity whose existence ceased in the merger.
(k) Abandonment of merger. (1) After an agreement or plan of merger has been approved as required by this section, and at any time before the merger has become effective, the merger may be abandoned, subject to any contractual rights, by any entity that is a constituent party to the merger, in accordance with the procedures set forth in the agreement or plan of merger, or, if no such procedures are set forth in the agreement or plan of merger by: (A) Any domestic LLC that is a constituent party to the merger, in a manner determined by the members with respect to a member-managed LLC, by the managers with respect to a manager-managed LLC, or by the directors with respect to a director-managed LLC; and (B) Another entity that is a constituent party to the merger in accordance with applicable law with respect to the other entity. (2) If the merger is abandoned after the certificate of merger has been filed with the secretary of state, but before the merger has become effective, a statement, executed by each constituent party to the merger, stating that the merger has been abandoned in accordance with the agreement or plan of merger or this section, shall be filed with the secretary of state prior to the effectiveness of the merger.
(1) After an agreement or plan of merger has been approved as required by this section, and at any time before the merger has become effective, the merger may be abandoned, subject to any contractual rights, by any entity that is a constituent party to the merger, in accordance with the procedures set forth in the agreement or plan of merger, or, if no such procedures are set forth in the agreement or plan of merger by: (A) Any domestic LLC that is a constituent party to the merger, in a manner determined by the members with respect to a member-managed LLC, by the managers with respect to a manager-managed LLC, or by the directors with respect to a director-managed LLC; and (B) Another entity that is a constituent party to the merger in accordance with applicable law with respect to the other entity.
(A) Any domestic LLC that is a constituent party to the merger, in a manner determined by the members with respect to a member-managed LLC, by the managers with respect to a manager-managed LLC, or by the directors with respect to a director-managed LLC; and
(B) Another entity that is a constituent party to the merger in accordance with applicable law with respect to the other entity.
(2) If the merger is abandoned after the certificate of merger has been filed with the secretary of state, but before the merger has become effective, a statement, executed by each constituent party to the merger, stating that the merger has been abandoned in accordance with the agreement or plan of merger or this section, shall be filed with the secretary of state prior to the effectiveness of the merger.
(l) Nonexclusivity. This section is nonexclusive. A domestic LLC may be merged in any other manner provided by law.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 37 - 39.
Tenn. Code Ann. § 48-249-108 — TN Code / Title 48 / Chapter 249 / Section 48-249-108
Registered name
Status: in_force

(a) Name registration. A foreign LLC may register its name, an assumed name under which it transacts business, or its name with any addition under § 48-249-106(a) , if the name is distinguishable upon the records of the secretary of state, as required by § 48-249-106(b) . (b) Process for name registration. A foreign LLC may register its name, its assumed name, or its name with any addition under § 48-249-106(a) , by filing an application with the secretary of state: (1) Setting forth the applicant's name, its assumed name, or its name with any addition under § 48-249-106(a) and the jurisdiction of its formation; and (2) Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state. (c) Effective date of registration. The name is registered for the applicant's exclusive use upon the effective date of the application, and until the end of the calendar year in which the registration occurs. (d) Renewal of registered name. A foreign LLC for which a name registration is effective may renew the registered name for successive years, by filing a renewal application with the secretary of state that complies with the requirements of subsection (b), between October 1 and December 31 of the year prior to the year for which the renewal will be effective. (e) Use of registered name. A foreign LLC for which a name registration is effective may apply for authority to transact business in this state as a foreign LLC under that name, or consent in writing to the use of that name by a domestic LLC, or another foreign LLC authorized or applying for authority to transact business in this state. The registration terminates when the foreign LLC becomes authorized to transact business in this state, or when the consent to the use of the registered name becomes effective. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 17, 18.
(a) Name registration. A foreign LLC may register its name, an assumed name under which it transacts business, or its name with any addition under § 48-249-106(a) , if the name is distinguishable upon the records of the secretary of state, as required by § 48-249-106(b) .
(b) Process for name registration. A foreign LLC may register its name, its assumed name, or its name with any addition under § 48-249-106(a) , by filing an application with the secretary of state: (1) Setting forth the applicant's name, its assumed name, or its name with any addition under § 48-249-106(a) and the jurisdiction of its formation; and (2) Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state.
(1) Setting forth the applicant's name, its assumed name, or its name with any addition under § 48-249-106(a) and the jurisdiction of its formation; and
(2) Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state.
(c) Effective date of registration. The name is registered for the applicant's exclusive use upon the effective date of the application, and until the end of the calendar year in which the registration occurs.
(d) Renewal of registered name. A foreign LLC for which a name registration is effective may renew the registered name for successive years, by filing a renewal application with the secretary of state that complies with the requirements of subsection (b), between October 1 and December 31 of the year prior to the year for which the renewal will be effective.
(e) Use of registered name. A foreign LLC for which a name registration is effective may apply for authority to transact business in this state as a foreign LLC under that name, or consent in writing to the use of that name by a domestic LLC, or another foreign LLC authorized or applying for authority to transact business in this state. The registration terminates when the foreign LLC becomes authorized to transact business in this state, or when the consent to the use of the registered name becomes effective.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 17, 18.
Tenn. Code Ann. § 48-101-504 — TN Code / Title 48 / Chapter 101 / Section 48-101-504
Filing of registration statement - Initial registration - Fee
Status: in_force

(a) (1) Every charitable organization that intends to solicit contributions from or within this state, or have funds solicited on its behalf, shall, prior to any solicitation, file a registration statement with the secretary of state, upon forms prescribed by the secretary of state. The secretary of state may prescribe and furnish forms and filing methods for all filings required by this part. Any registration statement that contains false, misleading, deceptive, or incomplete information or documentation is not considered sufficient, except as specifically otherwise provided in this part. (2) The initial registration statement shall contain the following information: (A) The name of the organization and the purpose for which it was organized; (B) The principal address of the organization and the address of any offices in this state. If the organization does not maintain an office, the name and address of the person having custody of its financial records; (C) The names and addresses of any chapters, branches or affiliates in this state; (D) The place where, and the date when, the organization was legally established, the form of its organization, and a reference to any determination of its tax exempt status under the Internal Revenue Code (26 U.S.C.) or, if the organization has applied for, but not received, a determination of tax-exempt status, a copy of the completed application that has been submitted to the internal revenue service and any letters from the internal revenue service acknowledging receipt of the application; (E) The names and addresses of the officers, directors, trustees and the principal salaried executive staff officer; (F) A statement as to whether the organization intends to solicit contributions from the public directly or have such done on its behalf by others and submit a true copy of any contract or agreement with any professional solicitor or any other person who is directly or indirectly involved with the solicitation of contributions; (G) A statement as to whether the organization is authorized by any other governmental authority to solicit contributions and whether it is or has ever been enjoined by any court from soliciting contributions or has ever been subject to an administrative order; (H) The general purpose or purposes for which the contributions to be solicited shall be used; (I) The name or names under which it intends to solicit contributions; (J) The names of the individuals or officers of the organization who will have final responsibility for the custody of the contributions; (K) The names of the individuals or officers of the organization responsible for the final distribution of the contributions; and (L) A statement as to whether any officer, director, manager, operator, or principal of the charitable organization has been the subject of an injunction, judgment, or administrative order or has been convicted of a felony. (b) (1) Except as otherwise herein provided, the registration forms and any other documents prescribed by the secretary of state shall be signed by two (2) authorized officers of the charitable organization, and such forms and documents shall be accompanied by an initial registration fee of fifty dollars ($50.00); provided, that bona fide Indian organizations whose principal purpose is to assist and promote the welfare of Indians shall be exempt from the registration fee. (2) Notwithstanding subdivision (b)(1), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (b)(1) is ten dollars ($10.00) rather than fifty dollars ($50.00). (c) During its first year of operation, a newly registered charitable organization shall provide quarterly financial reports, due within thirty (30) days after the end of each quarter of its current fiscal year, containing the following information: (1) The gross amount of contributions received; (2) The amount of contributions disbursed or to be disbursed to each charitable organization or charitable purpose represented; (3) The aggregate amounts paid to any professional solicitor; and (4) The amounts spent for expenses and commissions. (d) Every charitable organization required to register pursuant to this part, having completed a fiscal year of operation, shall file with the secretary of state a financial report for its most recently completed fiscal year, in accordance with § 48-101-506(b)(1) and (2) . (e) [Deleted by 2024 amendment.] (f) Any senior citizen center that obtains funding for the operation of its programs with funds provided through a contract with the state of Tennessee or through the federal government, as provided by the Older Americans Act of 1965 ( 42 U.S.C. § 3001 et seq.), or other contracts primarily designed for the benefit of aged persons, is exempt from the annual registration fee of this section, if the center attaches a complete copy of the contract to the registration form, and the secretary of state certifies the contract is valid. For the purposes of this subsection (f), "senior citizen center" means a charitable organization represented and held out to the general public as a facility which contracts for meals, education, physical fitness, social contact and comfort to be provided to aged persons for the general welfare of the local community. Amended by 2024 Tenn. Acts, ch. 615,s 3, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 533,s 15, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 14, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 13, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 12, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 11, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2023 Tenn. Acts, ch. 231, s 4, eff. 7/1/2023. Amended by 2022 Tenn. Acts, ch. 867, s 4, eff. 7/1/2022. Amended by 2021 Tenn. Acts, ch. 295, s 6, eff. 7/1/2021. Amended by 2020 Tenn. Acts, ch. 719, Secs.s 12, s 13 eff. 6/22/2020. Amended by 2017 Tenn. Acts, ch. 146, Secs.s 3, s 4 eff. 4/17/2017. Acts 1976, ch. 735, § 4; T.C.A., § 48-2204; Acts 1989, ch. 285, §§ 6-8; 1991, ch. 299, § 3; 1993, ch. 252, § 1; 1994, ch. 667, §§ 12-16; T.C.A., § 48-3-504; Acts 1996, ch. 575, § 1; 1996, ch. 907, § 6; 2007 , ch. 474, § 1; 2007 , ch. 523, § 12.
(a) (1) Every charitable organization that intends to solicit contributions from or within this state, or have funds solicited on its behalf, shall, prior to any solicitation, file a registration statement with the secretary of state, upon forms prescribed by the secretary of state. The secretary of state may prescribe and furnish forms and filing methods for all filings required by this part. Any registration statement that contains false, misleading, deceptive, or incomplete information or documentation is not considered sufficient, except as specifically otherwise provided in this part. (2) The initial registration statement shall contain the following information: (A) The name of the organization and the purpose for which it was organized; (B) The principal address of the organization and the address of any offices in this state. If the organization does not maintain an office, the name and address of the person having custody of its financial records; (C) The names and addresses of any chapters, branches or affiliates in this state; (D) The place where, and the date when, the organization was legally established, the form of its organization, and a reference to any determination of its tax exempt status under the Internal Revenue Code (26 U.S.C.) or, if the organization has applied for, but not received, a determination of tax-exempt status, a copy of the completed application that has been submitted to the internal revenue service and any letters from the internal revenue service acknowledging receipt of the application; (E) The names and addresses of the officers, directors, trustees and the principal salaried executive staff officer; (F) A statement as to whether the organization intends to solicit contributions from the public directly or have such done on its behalf by others and submit a true copy of any contract or agreement with any professional solicitor or any other person who is directly or indirectly involved with the solicitation of contributions; (G) A statement as to whether the organization is authorized by any other governmental authority to solicit contributions and whether it is or has ever been enjoined by any court from soliciting contributions or has ever been subject to an administrative order; (H) The general purpose or purposes for which the contributions to be solicited shall be used; (I) The name or names under which it intends to solicit contributions; (J) The names of the individuals or officers of the organization who will have final responsibility for the custody of the contributions; (K) The names of the individuals or officers of the organization responsible for the final distribution of the contributions; and (L) A statement as to whether any officer, director, manager, operator, or principal of the charitable organization has been the subject of an injunction, judgment, or administrative order or has been convicted of a felony.
(1) Every charitable organization that intends to solicit contributions from or within this state, or have funds solicited on its behalf, shall, prior to any solicitation, file a registration statement with the secretary of state, upon forms prescribed by the secretary of state. The secretary of state may prescribe and furnish forms and filing methods for all filings required by this part. Any registration statement that contains false, misleading, deceptive, or incomplete information or documentation is not considered sufficient, except as specifically otherwise provided in this part.
(2) The initial registration statement shall contain the following information: (A) The name of the organization and the purpose for which it was organized; (B) The principal address of the organization and the address of any offices in this state. If the organization does not maintain an office, the name and address of the person having custody of its financial records; (C) The names and addresses of any chapters, branches or affiliates in this state; (D) The place where, and the date when, the organization was legally established, the form of its organization, and a reference to any determination of its tax exempt status under the Internal Revenue Code (26 U.S.C.) or, if the organization has applied for, but not received, a determination of tax-exempt status, a copy of the completed application that has been submitted to the internal revenue service and any letters from the internal revenue service acknowledging receipt of the application; (E) The names and addresses of the officers, directors, trustees and the principal salaried executive staff officer; (F) A statement as to whether the organization intends to solicit contributions from the public directly or have such done on its behalf by others and submit a true copy of any contract or agreement with any professional solicitor or any other person who is directly or indirectly involved with the solicitation of contributions; (G) A statement as to whether the organization is authorized by any other governmental authority to solicit contributions and whether it is or has ever been enjoined by any court from soliciting contributions or has ever been subject to an administrative order; (H) The general purpose or purposes for which the contributions to be solicited shall be used; (I) The name or names under which it intends to solicit contributions; (J) The names of the individuals or officers of the organization who will have final responsibility for the custody of the contributions; (K) The names of the individuals or officers of the organization responsible for the final distribution of the contributions; and (L) A statement as to whether any officer, director, manager, operator, or principal of the charitable organization has been the subject of an injunction, judgment, or administrative order or has been convicted of a felony.
(A) The name of the organization and the purpose for which it was organized;
(B) The principal address of the organization and the address of any offices in this state. If the organization does not maintain an office, the name and address of the person having custody of its financial records;
(C) The names and addresses of any chapters, branches or affiliates in this state;
(D) The place where, and the date when, the organization was legally established, the form of its organization, and a reference to any determination of its tax exempt status under the Internal Revenue Code (26 U.S.C.) or, if the organization has applied for, but not received, a determination of tax-exempt status, a copy of the completed application that has been submitted to the internal revenue service and any letters from the internal revenue service acknowledging receipt of the application;
(E) The names and addresses of the officers, directors, trustees and the principal salaried executive staff officer;
(F) A statement as to whether the organization intends to solicit contributions from the public directly or have such done on its behalf by others and submit a true copy of any contract or agreement with any professional solicitor or any other person who is directly or indirectly involved with the solicitation of contributions;
(G) A statement as to whether the organization is authorized by any other governmental authority to solicit contributions and whether it is or has ever been enjoined by any court from soliciting contributions or has ever been subject to an administrative order;
(H) The general purpose or purposes for which the contributions to be solicited shall be used;
(I) The name or names under which it intends to solicit contributions;
(J) The names of the individuals or officers of the organization who will have final responsibility for the custody of the contributions;
(K) The names of the individuals or officers of the organization responsible for the final distribution of the contributions; and
(L) A statement as to whether any officer, director, manager, operator, or principal of the charitable organization has been the subject of an injunction, judgment, or administrative order or has been convicted of a felony.
(b) (1) Except as otherwise herein provided, the registration forms and any other documents prescribed by the secretary of state shall be signed by two (2) authorized officers of the charitable organization, and such forms and documents shall be accompanied by an initial registration fee of fifty dollars ($50.00); provided, that bona fide Indian organizations whose principal purpose is to assist and promote the welfare of Indians shall be exempt from the registration fee. (2) Notwithstanding subdivision (b)(1), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (b)(1) is ten dollars ($10.00) rather than fifty dollars ($50.00).
(1) Except as otherwise herein provided, the registration forms and any other documents prescribed by the secretary of state shall be signed by two (2) authorized officers of the charitable organization, and such forms and documents shall be accompanied by an initial registration fee of fifty dollars ($50.00); provided, that bona fide Indian organizations whose principal purpose is to assist and promote the welfare of Indians shall be exempt from the registration fee.
(2) Notwithstanding subdivision (b)(1), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (b)(1) is ten dollars ($10.00) rather than fifty dollars ($50.00).
(c) During its first year of operation, a newly registered charitable organization shall provide quarterly financial reports, due within thirty (30) days after the end of each quarter of its current fiscal year, containing the following information: (1) The gross amount of contributions received; (2) The amount of contributions disbursed or to be disbursed to each charitable organization or charitable purpose represented; (3) The aggregate amounts paid to any professional solicitor; and (4) The amounts spent for expenses and commissions.
(1) The gross amount of contributions received;
(2) The amount of contributions disbursed or to be disbursed to each charitable organization or charitable purpose represented;
(3) The aggregate amounts paid to any professional solicitor; and
(4) The amounts spent for expenses and commissions.
(d) Every charitable organization required to register pursuant to this part, having completed a fiscal year of operation, shall file with the secretary of state a financial report for its most recently completed fiscal year, in accordance with § 48-101-506(b)(1) and (2) .
(e) [Deleted by 2024 amendment.]
(f) Any senior citizen center that obtains funding for the operation of its programs with funds provided through a contract with the state of Tennessee or through the federal government, as provided by the Older Americans Act of 1965 ( 42 U.S.C. § 3001 et seq.), or other contracts primarily designed for the benefit of aged persons, is exempt from the annual registration fee of this section, if the center attaches a complete copy of the contract to the registration form, and the secretary of state certifies the contract is valid. For the purposes of this subsection (f), "senior citizen center" means a charitable organization represented and held out to the general public as a facility which contracts for meals, education, physical fitness, social contact and comfort to be provided to aged persons for the general welfare of the local community.
Amended by 2024 Tenn. Acts, ch. 615,s 3, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 533,s 15, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 14, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 13, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 12, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 11, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2023 Tenn. Acts, ch. 231, s 4, eff. 7/1/2023.
Amended by 2022 Tenn. Acts, ch. 867, s 4, eff. 7/1/2022.
Amended by 2021 Tenn. Acts, ch. 295, s 6, eff. 7/1/2021.
Amended by 2020 Tenn. Acts, ch. 719, Secs.s 12, s 13 eff. 6/22/2020.
Amended by 2017 Tenn. Acts, ch. 146, Secs.s 3, s 4 eff. 4/17/2017.
Acts 1976, ch. 735, § 4; T.C.A., § 48-2204; Acts 1989, ch. 285, §§ 6-8; 1991, ch. 299, § 3; 1993, ch. 252, § 1; 1994, ch. 667, §§ 12-16; T.C.A., § 48-3-504; Acts 1996, ch. 575, § 1; 1996, ch. 907, § 6; 2007 , ch. 474, § 1; 2007 , ch. 523, § 12.
Tenn. Code Ann. § 48-18-101 — TN Code / Title 48 / Chapter 18 / Section 48-18-101
Requirement for and duties of board of directors
Status: in_force

(a) Except as provided in subsection (c), each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the charter. (c) A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its charter who will perform some or all of the duties of a board of directors; provided, that any such person or persons shall be subject to the same standards of conduct that this chapter imposes on directors in the performance of their duties. Acts 1986, ch. 887, § 8.01.
(a) Except as provided in subsection (c), each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the charter.
(c) A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its charter who will perform some or all of the duties of a board of directors; provided, that any such person or persons shall be subject to the same standards of conduct that this chapter imposes on directors in the performance of their duties.
Acts 1986, ch. 887, § 8.01.
Tenn. Code Ann. § 48-204-101 — TN Code / Title 48 / Chapter 204 / Section 48-204-101
Conversion of a general partnership or limited partnership to an LLC
Status: in_force

(a) Conversion. A general or limited partnership organized in this state may be converted to an LLC pursuant to this section. (b) Terms and Conditions. The terms and conditions of a conversion of a general or limited partnership to an LLC must, in the case of a general partnership, be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all of the partners, notwithstanding any provision to the contrary in the limited partnership agreement, unless such limited partnership was formed after December 31, 1993, and the original agreement of limited partnership provided for a conversion or a procedure of conversion of the limited partnership to an LLC without the consent of all partners, in which case the approval or procedure under the original limited partnership agreement shall be sufficient. (c) Filing. After the conversion is approved under subsection (b), the general or limited partnership shall file articles of conversion with the office of the secretary of state which satisfy the requirements of § 48-205-101 and also shall include: (1) A statement that the general or limited partnership was converted to a limited liability company from a general or limited partnership, as the case may be; (2) The name and principal business address of the former general or limited partnership; (3) In the case of a general partnership, the name of each of the partners, and in the case of a limited partnership, the name of each of the limited partnership's general partners; (4) In the case of a general or limited partnership, a statement that the terms and conditions of the conversion have been approved by the unanimous vote of the partners or by the number or percentage specified for conversion in the partnership agreement; (5) In the case of a limited partnership formed under Tennessee law prior to January 1, 1989, that has not elected to be governed by title 61, chapter 2, as amended, a statement indicating in which county register of deeds office the certificate of limited partnership and all amendments thereto were filed, including the date of the filings and the books and pages or other file reference numbers; and (6) The number of members of the LLC at the date of conversion. (d) Effective Date. In the case of a general partnership, the conversion takes effect 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 same presumptions that apply to the filing of the articles under chapter 203 of this title apply to the filing of the articles of conversion. In the case of a limited partnership, the filing of the articles of conversion with the office of the secretary of state, in compliance with this section, shall constitute and, for purposes of title 61, chapter 2, be deemed to be a certificate of cancellation of the limited partnership. In the case of a limited partnership formed under Tennessee law prior to January 1, 1989, that has not elected to be governed by title 61, chapter 2, as amended, a copy of the articles of conversion shall be filed in the register of deeds office in the county in which the certificate of limited partnership of the limited partnership was filed; provided, that the failure to make such filing shall not prevent the conversion from becoming effective as provided in this subsection (d). The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. (e) Continuing Liability for Pre-LLC Liabilities. In the case of a general partnership, a partner, or in the case of a limited partnership, a general partner who becomes a member of an LLC as a result of the conversion, remains liable as a general partner for all obligations and liabilities incurred by the general partnership or limited partnership before the conversion takes effect. The former general partner's liability for all other obligations and liabilities of the LLC incurred after the conversion takes effect is that of a member as provided in chapters 201-248 of this title. (f) Amendment of Articles of Conversion. Articles of conversion shall be amended in the same manner as articles of organization. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 6; 1999, ch. 455, § 4.
(a) Conversion. A general or limited partnership organized in this state may be converted to an LLC pursuant to this section.
(b) Terms and Conditions. The terms and conditions of a conversion of a general or limited partnership to an LLC must, in the case of a general partnership, be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all of the partners, notwithstanding any provision to the contrary in the limited partnership agreement, unless such limited partnership was formed after December 31, 1993, and the original agreement of limited partnership provided for a conversion or a procedure of conversion of the limited partnership to an LLC without the consent of all partners, in which case the approval or procedure under the original limited partnership agreement shall be sufficient.
(c) Filing. After the conversion is approved under subsection (b), the general or limited partnership shall file articles of conversion with the office of the secretary of state which satisfy the requirements of § 48-205-101 and also shall include: (1) A statement that the general or limited partnership was converted to a limited liability company from a general or limited partnership, as the case may be; (2) The name and principal business address of the former general or limited partnership; (3) In the case of a general partnership, the name of each of the partners, and in the case of a limited partnership, the name of each of the limited partnership's general partners; (4) In the case of a general or limited partnership, a statement that the terms and conditions of the conversion have been approved by the unanimous vote of the partners or by the number or percentage specified for conversion in the partnership agreement; (5) In the case of a limited partnership formed under Tennessee law prior to January 1, 1989, that has not elected to be governed by title 61, chapter 2, as amended, a statement indicating in which county register of deeds office the certificate of limited partnership and all amendments thereto were filed, including the date of the filings and the books and pages or other file reference numbers; and (6) The number of members of the LLC at the date of conversion.
(1) A statement that the general or limited partnership was converted to a limited liability company from a general or limited partnership, as the case may be;
(2) The name and principal business address of the former general or limited partnership;
(3) In the case of a general partnership, the name of each of the partners, and in the case of a limited partnership, the name of each of the limited partnership's general partners;
(4) In the case of a general or limited partnership, a statement that the terms and conditions of the conversion have been approved by the unanimous vote of the partners or by the number or percentage specified for conversion in the partnership agreement;
(5) In the case of a limited partnership formed under Tennessee law prior to January 1, 1989, that has not elected to be governed by title 61, chapter 2, as amended, a statement indicating in which county register of deeds office the certificate of limited partnership and all amendments thereto were filed, including the date of the filings and the books and pages or other file reference numbers; and
(6) The number of members of the LLC at the date of conversion.
(d) Effective Date. In the case of a general partnership, the conversion takes effect 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 same presumptions that apply to the filing of the articles under chapter 203 of this title apply to the filing of the articles of conversion. In the case of a limited partnership, the filing of the articles of conversion with the office of the secretary of state, in compliance with this section, shall constitute and, for purposes of title 61, chapter 2, be deemed to be a certificate of cancellation of the limited partnership. In the case of a limited partnership formed under Tennessee law prior to January 1, 1989, that has not elected to be governed by title 61, chapter 2, as amended, a copy of the articles of conversion shall be filed in the register of deeds office in the county in which the certificate of limited partnership of the limited partnership was filed; provided, that the failure to make such filing shall not prevent the conversion from becoming effective as provided in this subsection (d). The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
(e) Continuing Liability for Pre-LLC Liabilities. In the case of a general partnership, a partner, or in the case of a limited partnership, a general partner who becomes a member of an LLC as a result of the conversion, remains liable as a general partner for all obligations and liabilities incurred by the general partnership or limited partnership before the conversion takes effect. The former general partner's liability for all other obligations and liabilities of the LLC incurred after the conversion takes effect is that of a member as provided in chapters 201-248 of this title.
(f) Amendment of Articles of Conversion. Articles of conversion shall be amended in the same manner as articles of organization.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 6; 1999, ch. 455, § 4.
Tenn. Code Ann. § 48-101-206 — TN Code / Title 48 / Chapter 101 / Section 48-101-206
Taxation and fees
Status: in_force

Any Massachusetts trust created under this part or entering this state pursuant thereto shall pay such taxes and fees as are imposed by the laws, ordinances, and resolutions of the state of Tennessee, and any counties and municipalities thereof, on domestic and foreign corporations, respectively, on an identical basis therewith. In computing such taxes and fees, the shares of beneficial interest of such a trust shall have the character for tax purposes of shares of stock in private corporations. Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-206.
Any Massachusetts trust created under this part or entering this state pursuant thereto shall pay such taxes and fees as are imposed by the laws, ordinances, and resolutions of the state of Tennessee, and any counties and municipalities thereof, on domestic and foreign corporations, respectively, on an identical basis therewith. In computing such taxes and fees, the shares of beneficial interest of such a trust shall have the character for tax purposes of shares of stock in private corporations.
Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-206.
Tenn. Code Ann. § 48-241-108 — TN Code / Title 48 / Chapter 241 / Section 48-241-108
Contract rights
Status: in_force

(a) Board-Managed. With respect to a board-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the board of governors' judgment, the contract would be in the best interests of the LLC. The fact that the contract may be for a term longer than the terms of the governors who authorized or approved the contract does not make the contract void or voidable. (b) Member-Managed. With respect to a member-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the members' judgment, the contract would be in the best interest of the LLC. (c) Removal or Resignation Does not Affect Contract Rights. A manager's removal does not affect the manager's contract rights, if any, with the LLC. A manager's resignation does not affect the LLC's contract rights, if any, with the manager. Acts 1994, ch. 868, § 1.
(a) Board-Managed. With respect to a board-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the board of governors' judgment, the contract would be in the best interests of the LLC. The fact that the contract may be for a term longer than the terms of the governors who authorized or approved the contract does not make the contract void or voidable.
(b) Member-Managed. With respect to a member-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the members' judgment, the contract would be in the best interest of the LLC.
(c) Removal or Resignation Does not Affect Contract Rights. A manager's removal does not affect the manager's contract rights, if any, with the LLC. A manager's resignation does not affect the LLC's contract rights, if any, with the manager.
Acts 1994, ch. 868, § 1.