Tenn. Code Ann. § 48-57-301 — TN Code / Title 48 / Chapter 57 / Section 48-57-301
Voting agreements
Status: in_force

(a) An agreement between two (2) or more members, if in writing and signed by the parties thereto, may provide the manner in which the parties to the agreement will exercise their voting rights. Nothing in this subsection (a) shall impair the right of the corporation to treat the members of record as entitled to exercise their voting rights. (b) No written agreement to which all or less than all the members have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to its management or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between parties. (c) The duration of any agreement permitted by subsection (a) shall not exceed twenty (20) years. Failure to state a period of duration or stating a period of duration in excess of twenty (20) years shall not invalidate the agreement, but in either case the period of duration of the agreement shall be twenty (20) years. Any such agreement shall be renewable at any time before the expiration of such twenty-year period by agreement of all members bound thereby at the date of renewal. (d) A transferee of a membership in a corporation whose members have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement or any renewal of such agreement authorized by subsection (c) if the transferee takes the membership with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or the back of the certificate representing such membership. (e) The effect of any agreement authorized by subsection (b) or any renewal thereof authorized by subsection (c) shall be to relieve the directors and impose upon the members assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement. (f) A voting agreement created under this section is specifically enforceable, except that a voting agreement is not enforceable to the extent that enforcement of the agreement would violate the purposes of the corporation with members. Amended by 2014 Tenn. Acts, ch. 899,s 29, eff. 1/1/2015. Acts 1987, ch. 242, § 7.30.
(a) An agreement between two (2) or more members, if in writing and signed by the parties thereto, may provide the manner in which the parties to the agreement will exercise their voting rights. Nothing in this subsection (a) shall impair the right of the corporation to treat the members of record as entitled to exercise their voting rights.
(b) No written agreement to which all or less than all the members have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to its management or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between parties.
(c) The duration of any agreement permitted by subsection (a) shall not exceed twenty (20) years. Failure to state a period of duration or stating a period of duration in excess of twenty (20) years shall not invalidate the agreement, but in either case the period of duration of the agreement shall be twenty (20) years. Any such agreement shall be renewable at any time before the expiration of such twenty-year period by agreement of all members bound thereby at the date of renewal.
(d) A transferee of a membership in a corporation whose members have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement or any renewal of such agreement authorized by subsection (c) if the transferee takes the membership with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or the back of the certificate representing such membership.
(e) The effect of any agreement authorized by subsection (b) or any renewal thereof authorized by subsection (c) shall be to relieve the directors and impose upon the members assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement.
(f) A voting agreement created under this section is specifically enforceable, except that a voting agreement is not enforceable to the extent that enforcement of the agreement would violate the purposes of the corporation with members.
Amended by 2014 Tenn. Acts, ch. 899,s 29, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.30.
Tenn. Code Ann. § 48-65-201 — TN Code / Title 48 / Chapter 65 / Section 48-65-201
Withdrawal of foreign corporation
Status: in_force

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. (b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (b)(3); and (5) A commitment to notify the secretary of state in the future of any change in the mailing address. (c) The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state. (d) The secretary of state shall not file an application for a certificate of withdrawal unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation. (e) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b). Acts 1987, ch. 242, § 15.20; 2010, ch. 741, § 21.
(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (b)(3); and (5) A commitment to notify the secretary of state in the future of any change in the mailing address.
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (b)(3); and
(5) A commitment to notify the secretary of state in the future of any change in the mailing address.
(c) The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.
(d) The secretary of state shall not file an application for a certificate of withdrawal unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.
(e) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).
Acts 1987, ch. 242, § 15.20; 2010, ch. 741, § 21.
Tenn. Code Ann. § 48-101-314 — TN Code / Title 48 / Chapter 101 / Section 48-101-314
Disposition of earnings
Status: in_force

The corporation shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except that in the event the board of directors of the corporation shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the corporation, then any net earnings of the corporation thereafter accruing shall be paid to the municipality with respect to which the corporation was organized; provided, that nothing herein contained shall prevent the board of directors from transferring all or any part of its properties in accordance with the terms of any lease, sale contract, loan agreement, mortgage or deed of trust entered into by the corporation. Acts 1969, ch. 333, § 13; 1976, ch. 514, § 7; T.C.A., §§ 48-1913, 48-3-314.
The corporation shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except that in the event the board of directors of the corporation shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the corporation, then any net earnings of the corporation thereafter accruing shall be paid to the municipality with respect to which the corporation was organized; provided, that nothing herein contained shall prevent the board of directors from transferring all or any part of its properties in accordance with the terms of any lease, sale contract, loan agreement, mortgage or deed of trust entered into by the corporation.
Acts 1969, ch. 333, § 13; 1976, ch. 514, § 7; T.C.A., §§ 48-1913, 48-3-314.
Tenn. Code Ann. § 48-103-102 — TN Code / Title 48 / Chapter 103 / Section 48-103-102
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Affiliate" of a person means any person controlling, controlled by or under common control with such person. For purposes of this section, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise; (2) "Associate" of a person means: (A) Any corporation or other organization of which such person is an officer or partner or is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities; (B) Any person who is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities of such person; (C) Any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity; and (D) Any relative or spouse of such person or any relative of such spouse, any one (1) of whom has the same home as such person; (3) "Broker-dealer" means any person engaged, directly or indirectly, as agent, broker or principal, in the business of purchasing, offering, selling or otherwise dealing or trading in securities for the account of others or for such person's own account. "Broker-dealer" includes "broker-dealer" as defined in § 48-1-102 ; (4) "Commissioner" means the commissioner of commerce and insurance; (5) "Equity security" means any share of stock or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which the commissioner shall consider necessary or appropriate, by such rules and regulations as the commissioner may prescribe in the public interest or for the protection of investors, to deem to be an equity security; (6) "Offeree" means the record holder and beneficial owner of equity securities which an offeror acquires or offers to acquire in connection with a takeover offer; (7) "Offeree company" means a corporation or other issuer of equity securities which is incorporated or organized under the laws of this state or has its principal office in this state, which has substantial assets located in this state, and which is or may be involved in a takeover offer relating to any class of its equity securities; (8) (A) "Offeror" means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person and all persons acting jointly or in concert for the purpose of acquiring, holding or disposing of or exercising any voting rights attaching to the equity securities for which a takeover offer is made; (B) "Offeror" does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror and not otherwise participating in the takeover offer; (9) "Person" means any individual, partnership, limited partnership, syndicate, corporation, joint-stock company, unincorporated organization, trust or association; and (10) (A) "Takeover offer" means the offer to acquire or the acquisition of any equity security of an offeree company, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror would be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the offeree company; (B) "Takeover offer" does not include an offer to acquire or acquisition of any equity security of an offeree company pursuant to: (i) Broker transactions effected by or through a broker-dealer in the ordinary course of its business when such transactions are not entered into for the purpose of, and not having the effect of, changing or influencing the control or management of the offeree company; (ii) An exchange offer for equity securities of another issuer if the offer is for the sole account of the offeror, is in good faith and not for the purpose of avoiding this section, and is exempt pursuant to § 4 of the Securities Act of 1933 ( 15 U.S.C. § 77d ), as amended, and does not involve any public offering; (iii) An offer made in isolated transactions, for the sole account of the offeror, in good faith and not for the purpose of avoiding this section, to not more than fifteen (15) persons in this state during any period of twelve (12) consecutive months; (iv) An offer made on substantially equal terms to holders of record of any class of the equity securities of the offeree company, if the number of such holders does not exceed fifty (50) at the time of the offer; or (v) An offer made on substantially equal terms to all shareholders and as to which the offeree company, acting through its board of directors, has recommended acceptance to such shareholders, if the terms thereof, including any inducements to officers or directors which are not available to all shareholders, have been disclosed to such shareholders. Acts 1976, ch. 536, § 2; T.C.A., § 48-2102; Acts 1985, ch. 361, § 1; T.C.A., §§ 48-5-102, 48-35-102.
As used in this part, unless the context otherwise requires:
(1) "Affiliate" of a person means any person controlling, controlled by or under common control with such person. For purposes of this section, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise;
(2) "Associate" of a person means: (A) Any corporation or other organization of which such person is an officer or partner or is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities; (B) Any person who is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities of such person; (C) Any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity; and (D) Any relative or spouse of such person or any relative of such spouse, any one (1) of whom has the same home as such person;
(A) Any corporation or other organization of which such person is an officer or partner or is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities;
(B) Any person who is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of equity securities of such person;
(C) Any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity; and
(D) Any relative or spouse of such person or any relative of such spouse, any one (1) of whom has the same home as such person;
(3) "Broker-dealer" means any person engaged, directly or indirectly, as agent, broker or principal, in the business of purchasing, offering, selling or otherwise dealing or trading in securities for the account of others or for such person's own account. "Broker-dealer" includes "broker-dealer" as defined in § 48-1-102 ;
(4) "Commissioner" means the commissioner of commerce and insurance;
(5) "Equity security" means any share of stock or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which the commissioner shall consider necessary or appropriate, by such rules and regulations as the commissioner may prescribe in the public interest or for the protection of investors, to deem to be an equity security;
(6) "Offeree" means the record holder and beneficial owner of equity securities which an offeror acquires or offers to acquire in connection with a takeover offer;
(7) "Offeree company" means a corporation or other issuer of equity securities which is incorporated or organized under the laws of this state or has its principal office in this state, which has substantial assets located in this state, and which is or may be involved in a takeover offer relating to any class of its equity securities;
(8) (A) "Offeror" means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person and all persons acting jointly or in concert for the purpose of acquiring, holding or disposing of or exercising any voting rights attaching to the equity securities for which a takeover offer is made; (B) "Offeror" does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror and not otherwise participating in the takeover offer;
(A) "Offeror" means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person and all persons acting jointly or in concert for the purpose of acquiring, holding or disposing of or exercising any voting rights attaching to the equity securities for which a takeover offer is made;
(B) "Offeror" does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror and not otherwise participating in the takeover offer;
(9) "Person" means any individual, partnership, limited partnership, syndicate, corporation, joint-stock company, unincorporated organization, trust or association; and
(10) (A) "Takeover offer" means the offer to acquire or the acquisition of any equity security of an offeree company, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror would be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the offeree company; (B) "Takeover offer" does not include an offer to acquire or acquisition of any equity security of an offeree company pursuant to: (i) Broker transactions effected by or through a broker-dealer in the ordinary course of its business when such transactions are not entered into for the purpose of, and not having the effect of, changing or influencing the control or management of the offeree company; (ii) An exchange offer for equity securities of another issuer if the offer is for the sole account of the offeror, is in good faith and not for the purpose of avoiding this section, and is exempt pursuant to § 4 of the Securities Act of 1933 ( 15 U.S.C. § 77d ), as amended, and does not involve any public offering; (iii) An offer made in isolated transactions, for the sole account of the offeror, in good faith and not for the purpose of avoiding this section, to not more than fifteen (15) persons in this state during any period of twelve (12) consecutive months; (iv) An offer made on substantially equal terms to holders of record of any class of the equity securities of the offeree company, if the number of such holders does not exceed fifty (50) at the time of the offer; or (v) An offer made on substantially equal terms to all shareholders and as to which the offeree company, acting through its board of directors, has recommended acceptance to such shareholders, if the terms thereof, including any inducements to officers or directors which are not available to all shareholders, have been disclosed to such shareholders.
(A) "Takeover offer" means the offer to acquire or the acquisition of any equity security of an offeree company, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror would be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the offeree company;
(B) "Takeover offer" does not include an offer to acquire or acquisition of any equity security of an offeree company pursuant to: (i) Broker transactions effected by or through a broker-dealer in the ordinary course of its business when such transactions are not entered into for the purpose of, and not having the effect of, changing or influencing the control or management of the offeree company; (ii) An exchange offer for equity securities of another issuer if the offer is for the sole account of the offeror, is in good faith and not for the purpose of avoiding this section, and is exempt pursuant to § 4 of the Securities Act of 1933 ( 15 U.S.C. § 77d ), as amended, and does not involve any public offering; (iii) An offer made in isolated transactions, for the sole account of the offeror, in good faith and not for the purpose of avoiding this section, to not more than fifteen (15) persons in this state during any period of twelve (12) consecutive months; (iv) An offer made on substantially equal terms to holders of record of any class of the equity securities of the offeree company, if the number of such holders does not exceed fifty (50) at the time of the offer; or (v) An offer made on substantially equal terms to all shareholders and as to which the offeree company, acting through its board of directors, has recommended acceptance to such shareholders, if the terms thereof, including any inducements to officers or directors which are not available to all shareholders, have been disclosed to such shareholders.
(i) Broker transactions effected by or through a broker-dealer in the ordinary course of its business when such transactions are not entered into for the purpose of, and not having the effect of, changing or influencing the control or management of the offeree company;
(ii) An exchange offer for equity securities of another issuer if the offer is for the sole account of the offeror, is in good faith and not for the purpose of avoiding this section, and is exempt pursuant to § 4 of the Securities Act of 1933 ( 15 U.S.C. § 77d ), as amended, and does not involve any public offering;
(iii) An offer made in isolated transactions, for the sole account of the offeror, in good faith and not for the purpose of avoiding this section, to not more than fifteen (15) persons in this state during any period of twelve (12) consecutive months;
(iv) An offer made on substantially equal terms to holders of record of any class of the equity securities of the offeree company, if the number of such holders does not exceed fifty (50) at the time of the offer; or
(v) An offer made on substantially equal terms to all shareholders and as to which the offeree company, acting through its board of directors, has recommended acceptance to such shareholders, if the terms thereof, including any inducements to officers or directors which are not available to all shareholders, have been disclosed to such shareholders.
Acts 1976, ch. 536, § 2; T.C.A., § 48-2102; Acts 1985, ch. 361, § 1; T.C.A., §§ 48-5-102, 48-35-102.
Tenn. Code Ann. § 48-17-104 — TN Code / Title 48 / Chapter 17 / Section 48-17-104
Action without meeting
Status: in_force

(a) Action required or permitted by chapters 11-27 of this title to be taken at a shareholders' meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each shareholder entitled to vote on the action in one (1) or more counterparts, indicating each signing shareholder's vote or abstention on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) The charter may provide that any action required or permitted by chapters 11-27 of this title to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (c) If not otherwise determined under § 48-17-103 or § 48-17-107 , the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a). (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Unless the charter, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation. (e) If chapters 11-27 of this title or the charter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the corporation must give its nonvoting shareholders written notice of the proposed action at least ten (10) days before the action is taken. The notice must contain or be accompanied by the same material that under chapters 11-27 of this title would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action. (f) (1) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after: (A) Written consents sufficient to take the action have been delivered to the corporation; or (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d). (2) The notice must reasonably describe the action taken and contain or be accompanied by the same material that chapters 11-27 of this title would require to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action. (g) The notice requirements in subsections (e) and (f) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent; provided, that this subsection (g) shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period. (h) An electronic transmission may be used to consent to an action, if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder's agent or the shareholder's attorney-in-fact. (i) Delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office) or to the secretary of the corporation at its principal office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the corporation's principal office). Amended by 2015 Tenn. Acts, ch. 60,s 1, eff. 4/6/2015. Acts 1986, ch. 887, § 7.04; 2012, ch. 1051, § 24.
(a) Action required or permitted by chapters 11-27 of this title to be taken at a shareholders' meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each shareholder entitled to vote on the action in one (1) or more counterparts, indicating each signing shareholder's vote or abstention on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) The charter may provide that any action required or permitted by chapters 11-27 of this title to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(c) If not otherwise determined under § 48-17-103 or § 48-17-107 , the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).
(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Unless the charter, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation.
(e) If chapters 11-27 of this title or the charter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the corporation must give its nonvoting shareholders written notice of the proposed action at least ten (10) days before the action is taken. The notice must contain or be accompanied by the same material that under chapters 11-27 of this title would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
(f) (1) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after: (A) Written consents sufficient to take the action have been delivered to the corporation; or (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d). (2) The notice must reasonably describe the action taken and contain or be accompanied by the same material that chapters 11-27 of this title would require to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.
(1) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after: (A) Written consents sufficient to take the action have been delivered to the corporation; or (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d).
(A) Written consents sufficient to take the action have been delivered to the corporation; or
(B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d).
(2) The notice must reasonably describe the action taken and contain or be accompanied by the same material that chapters 11-27 of this title would require to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.
(g) The notice requirements in subsections (e) and (f) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent; provided, that this subsection (g) shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period.
(h) An electronic transmission may be used to consent to an action, if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder's agent or the shareholder's attorney-in-fact.
(i) Delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office) or to the secretary of the corporation at its principal office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the corporation's principal office).
Amended by 2015 Tenn. Acts, ch. 60,s 1, eff. 4/6/2015.
Acts 1986, ch. 887, § 7.04; 2012, ch. 1051, § 24.
Tenn. Code Ann. § 48-103-304 — TN Code / Title 48 / Chapter 103 / Section 48-103-304
Control share acquisition statement
Status: in_force

Any person who has made a control share acquisition or who holds of record ten percent (10%) or more of the outstanding shares of the corporation and who announces a good faith intention to make a control share acquisition may deliver to the corporation personally or by registered mail at its principal place of business and at its registered office in this state, a control share acquisition statement which shall contain the following: (1) The identity of the acquiring person and any associate of the acquiring person; (2) A statement that it is being made and delivered pursuant to the Tennessee Control Share Acquisition Act; (3) If the acquiring person is not a resident of this state, an agreement that the acquiring person may be served with process in this state in any proceeding arising out of or relating to the control share acquisition and irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, specifying the address to which a copy of such process shall be mailed by the secretary of state; (4) The number and class or series of shares of the corporation owned, directly or indirectly, by the acquiring person and each associate of the acquiring person prior to the control share acquisition; (5) The number and class or series of shares acquired or proposed to be acquired pursuant to the control share acquisition and the range of voting power within which the control share acquisition is or, if consummated, would be, as such ranges are defined in § 48-103-302(4) ; and (6) A description of the terms and conditions of the proposed or completed control share acquisition including, but not limited to, the prices paid by the acquiring person in a control share acquisition, the dates upon which the shares were acquired, and if the control share acquisition has not taken place, a statement by the acquiring person with respect to the acquiring person's financial capacity to consummate the proposed control share acquisition together with a concise description of the material facts upon which the statement is based. Acts 1988, ch. 500, § 11; T.C.A., § 48-35-304.
Any person who has made a control share acquisition or who holds of record ten percent (10%) or more of the outstanding shares of the corporation and who announces a good faith intention to make a control share acquisition may deliver to the corporation personally or by registered mail at its principal place of business and at its registered office in this state, a control share acquisition statement which shall contain the following:
(1) The identity of the acquiring person and any associate of the acquiring person;
(2) A statement that it is being made and delivered pursuant to the Tennessee Control Share Acquisition Act;
(3) If the acquiring person is not a resident of this state, an agreement that the acquiring person may be served with process in this state in any proceeding arising out of or relating to the control share acquisition and irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, specifying the address to which a copy of such process shall be mailed by the secretary of state;
(4) The number and class or series of shares of the corporation owned, directly or indirectly, by the acquiring person and each associate of the acquiring person prior to the control share acquisition;
(5) The number and class or series of shares acquired or proposed to be acquired pursuant to the control share acquisition and the range of voting power within which the control share acquisition is or, if consummated, would be, as such ranges are defined in § 48-103-302(4) ; and
(6) A description of the terms and conditions of the proposed or completed control share acquisition including, but not limited to, the prices paid by the acquiring person in a control share acquisition, the dates upon which the shares were acquired, and if the control share acquisition has not taken place, a statement by the acquiring person with respect to the acquiring person's financial capacity to consummate the proposed control share acquisition together with a concise description of the material facts upon which the statement is based.
Acts 1988, ch. 500, § 11; T.C.A., § 48-35-304.
Tenn. Code Ann. § 48-231-208 — TN Code / Title 48 / Chapter 231 / Section 48-231-208
After-acquired membership interests
Status: in_force

(a) An LLC may elect to withhold payment required by § 48-231-206 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as the date of the first announcement to news media or to members of the principal terms of the proposed LLC action. (b) To the extent the LLC elects not to withhold payment under subsection (a), after effectuating the proposed LLC action, it shall estimate the fair value of the membership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The LLC shall send with its offer a statement of its estimate of the fair value of the membership interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 48-231-209 . Acts 1994, ch. 868, § 1.
(a) An LLC may elect to withhold payment required by § 48-231-206 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as the date of the first announcement to news media or to members of the principal terms of the proposed LLC action.
(b) To the extent the LLC elects not to withhold payment under subsection (a), after effectuating the proposed LLC action, it shall estimate the fair value of the membership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The LLC shall send with its offer a statement of its estimate of the fair value of the membership interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 48-231-209 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-69-122 — TN Code / Title 48 / Chapter 69 / Section 48-69-122
Applicability of certain statutory provisions
Status: in_force

(a) The following provisions in this title shall not be applicable to G&T cooperatives incorporated under or otherwise subject to this chapter: §§ 48-56-103 and 48-56-204 , chapter 56, part 3 of this title, §§ 48-56-501 , 48-57-102 - 48-57-105, 48-57-108, 48-57-201, 48-57-203 - 48-57-209, 48-57-301, 48-58-103 - 48-58-106, 48-58-108, 48-58-109, 48-58-302, 48-60-103, 48-60-202 - 48-60-204, 48-60-302, chapter 61 of this title, §§ 48-62-101 , 48-62-102 , 48-63-101 , 48-63-102 , 48-64-102 , and 48-66-108 . (b) The following provisions contained in this title shall, but only as qualified in this subsection (b), be applicable to G&T cooperatives incorporated under or otherwise subject to this chapter: (1) Section 48-51-201 , except as provided in § 48-51-201(13) and (31) and in the second sentence of § 48-51-201(15) ; § 48-51-202 , except that § 48-51-202(c) shall apply also as notice to directors of board meetings; § 48-51-601 , except that the words "impractical or" in § 48-51-601(a) shall not be in effect; (2) Section 48-52-101 , except that incorporators under this chapter may be one (1) or more distribution cooperatives or one (1) or more governmental electric systems whose principal places of business are located in this state; (3) Chapter 55 shall apply to G&T cooperatives: (A) Unless and until changed, the registered offices and addresses of cooperatives shall be their principal offices and addresses and their registered agents shall be their general or acting managers or authorized individuals or entities, by whatever title known, and the agents' addresses shall be that of the registered offices; and (B) The G&T cooperatives need not file any statement of their registered offices or agents or of the addresses of such offices or agents until they otherwise are required to file an amendment of their respective charters pursuant to § 48-68-101(b) ; provided, that if the registered offices or agents or their addresses are changed after July 1, 2009, the G&T cooperatives shall file a statement with the secretary of state pursuant to § 48-68-102 ; (4) Section 48-58-303 , except that a G&T cooperative may make loans to guarantee the obligations of a member who is also a member of the G&T cooperative in the ordinary course of business for the same purposes on the same basis and the same manner and to the same extent as such loans may be made to, or obligation may be guaranteed on behalf of, other members of the G&T cooperative; and (5) Only § 48-60-101(a) , and not subsection (b), shall be applicable. (c) The nonapplicability and qualified applicability set forth in subsections (a) and (b) shall not be exclusive. Chapters 51-68 of this title shall or shall not be applicable, wholly or on a qualified basis, to G&T cooperatives incorporated subject to this chapter, depending upon whether the provisions are consistent with or different from this chapter, as provided for in § 48-51-104 . Amended by 2014 Tenn. Acts, ch. 899,s 93, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 884,s 3, eff. 1/1/2015. Acts 2009, ch. 475, § 1.
(a) The following provisions in this title shall not be applicable to G&T cooperatives incorporated under or otherwise subject to this chapter: §§ 48-56-103 and 48-56-204 , chapter 56, part 3 of this title, §§ 48-56-501 , 48-57-102 - 48-57-105, 48-57-108, 48-57-201, 48-57-203 - 48-57-209, 48-57-301, 48-58-103 - 48-58-106, 48-58-108, 48-58-109, 48-58-302, 48-60-103, 48-60-202 - 48-60-204, 48-60-302, chapter 61 of this title, §§ 48-62-101 , 48-62-102 , 48-63-101 , 48-63-102 , 48-64-102 , and 48-66-108 .
(b) The following provisions contained in this title shall, but only as qualified in this subsection (b), be applicable to G&T cooperatives incorporated under or otherwise subject to this chapter: (1) Section 48-51-201 , except as provided in § 48-51-201(13) and (31) and in the second sentence of § 48-51-201(15) ; § 48-51-202 , except that § 48-51-202(c) shall apply also as notice to directors of board meetings; § 48-51-601 , except that the words "impractical or" in § 48-51-601(a) shall not be in effect; (2) Section 48-52-101 , except that incorporators under this chapter may be one (1) or more distribution cooperatives or one (1) or more governmental electric systems whose principal places of business are located in this state; (3) Chapter 55 shall apply to G&T cooperatives: (A) Unless and until changed, the registered offices and addresses of cooperatives shall be their principal offices and addresses and their registered agents shall be their general or acting managers or authorized individuals or entities, by whatever title known, and the agents' addresses shall be that of the registered offices; and (B) The G&T cooperatives need not file any statement of their registered offices or agents or of the addresses of such offices or agents until they otherwise are required to file an amendment of their respective charters pursuant to § 48-68-101(b) ; provided, that if the registered offices or agents or their addresses are changed after July 1, 2009, the G&T cooperatives shall file a statement with the secretary of state pursuant to § 48-68-102 ; (4) Section 48-58-303 , except that a G&T cooperative may make loans to guarantee the obligations of a member who is also a member of the G&T cooperative in the ordinary course of business for the same purposes on the same basis and the same manner and to the same extent as such loans may be made to, or obligation may be guaranteed on behalf of, other members of the G&T cooperative; and (5) Only § 48-60-101(a) , and not subsection (b), shall be applicable.
(1) Section 48-51-201 , except as provided in § 48-51-201(13) and (31) and in the second sentence of § 48-51-201(15) ; § 48-51-202 , except that § 48-51-202(c) shall apply also as notice to directors of board meetings; § 48-51-601 , except that the words "impractical or" in § 48-51-601(a) shall not be in effect;
(2) Section 48-52-101 , except that incorporators under this chapter may be one (1) or more distribution cooperatives or one (1) or more governmental electric systems whose principal places of business are located in this state;
(3) Chapter 55 shall apply to G&T cooperatives: (A) Unless and until changed, the registered offices and addresses of cooperatives shall be their principal offices and addresses and their registered agents shall be their general or acting managers or authorized individuals or entities, by whatever title known, and the agents' addresses shall be that of the registered offices; and (B) The G&T cooperatives need not file any statement of their registered offices or agents or of the addresses of such offices or agents until they otherwise are required to file an amendment of their respective charters pursuant to § 48-68-101(b) ; provided, that if the registered offices or agents or their addresses are changed after July 1, 2009, the G&T cooperatives shall file a statement with the secretary of state pursuant to § 48-68-102 ;
(A) Unless and until changed, the registered offices and addresses of cooperatives shall be their principal offices and addresses and their registered agents shall be their general or acting managers or authorized individuals or entities, by whatever title known, and the agents' addresses shall be that of the registered offices; and
(B) The G&T cooperatives need not file any statement of their registered offices or agents or of the addresses of such offices or agents until they otherwise are required to file an amendment of their respective charters pursuant to § 48-68-101(b) ; provided, that if the registered offices or agents or their addresses are changed after July 1, 2009, the G&T cooperatives shall file a statement with the secretary of state pursuant to § 48-68-102 ;
(4) Section 48-58-303 , except that a G&T cooperative may make loans to guarantee the obligations of a member who is also a member of the G&T cooperative in the ordinary course of business for the same purposes on the same basis and the same manner and to the same extent as such loans may be made to, or obligation may be guaranteed on behalf of, other members of the G&T cooperative; and
(5) Only § 48-60-101(a) , and not subsection (b), shall be applicable.
(c) The nonapplicability and qualified applicability set forth in subsections (a) and (b) shall not be exclusive. Chapters 51-68 of this title shall or shall not be applicable, wholly or on a qualified basis, to G&T cooperatives incorporated subject to this chapter, depending upon whether the provisions are consistent with or different from this chapter, as provided for in § 48-51-104 .
Amended by 2014 Tenn. Acts, ch. 899,s 93, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 884,s 3, eff. 1/1/2015.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-250-103 — TN Code / Title 48 / Chapter 250 / Section 48-250-103
Decentralized organization status
Status: in_force

(a) A decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization as described in subsection (c). (b) A limited liability company formed under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, may convert to a decentralized organization by amending its articles of organization to include the statement described in subsection (c). (c) A statement in substantially the following form must appear conspicuously in the articles of organization of a decentralized organization: NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS The rights of members in a decentralized organization may differ materially from the rights of members in other limited liability companies. The Tennessee Decentralized Organization Supplement, underlying smart contracts, articles of organization, and operating agreement, if applicable, of a decentralized organization may define, reduce, or eliminate fiduciary duties and may restrict the withdrawal or resignation from the decentralized organization, or the transfer of ownership interests, return of capital contributions, or dissolution of the decentralized organization. (d) The registered name for a decentralized organization must include wording or abbreviation to denote its status as a decentralized organization, specifically "DO", "DAO", "DO LLC.", or "DAO LLC.". (e) A statement in the articles of organization may define the decentralized organization as either a member-managed decentralized organization or a smart contract-managed decentralized organization. If the type of decentralized organization is not provided for in the articles of organization, then the limited liability company is presumed to be a member-managed decentralized organization. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
(a) A decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization as described in subsection (c).
(b) A limited liability company formed under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, may convert to a decentralized organization by amending its articles of organization to include the statement described in subsection (c).
(c) A statement in substantially the following form must appear conspicuously in the articles of organization of a decentralized organization: NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS The rights of members in a decentralized organization may differ materially from the rights of members in other limited liability companies. The Tennessee Decentralized Organization Supplement, underlying smart contracts, articles of organization, and operating agreement, if applicable, of a decentralized organization may define, reduce, or eliminate fiduciary duties and may restrict the withdrawal or resignation from the decentralized organization, or the transfer of ownership interests, return of capital contributions, or dissolution of the decentralized organization.
NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS
The rights of members in a decentralized organization may differ materially from the rights of members in other limited liability companies. The Tennessee Decentralized Organization Supplement, underlying smart contracts, articles of organization, and operating agreement, if applicable, of a decentralized organization may define, reduce, or eliminate fiduciary duties and may restrict the withdrawal or resignation from the decentralized organization, or the transfer of ownership interests, return of capital contributions, or dissolution of the decentralized organization.
(d) The registered name for a decentralized organization must include wording or abbreviation to denote its status as a decentralized organization, specifically "DO", "DAO", "DO LLC.", or "DAO LLC.".
(e) A statement in the articles of organization may define the decentralized organization as either a member-managed decentralized organization or a smart contract-managed decentralized organization. If the type of decentralized organization is not provided for in the articles of organization, then the limited liability company is presumed to be a member-managed decentralized organization.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-28-104 — TN Code / Title 48 / Chapter 28 / Section 48-28-104
Restriction on merger, share exchange or conversion of for-profit corporation that is not for-profit benefit corporation with or into for-profit benefit corporation - Limitations upon mergers, share exchanges or conversions of for-profit benefit corporation - Management in best interests - Statement of public benefits
Status: in_force

(a) (1) Notwithstanding the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, a domestic for-profit corporation that is not a for-profit benefit corporation shall not, without the approval of two-thirds (2/3) of the outstanding shares of each class of the stock of the corporation of which there are outstanding shares, whether voting or nonvoting: (A) Amend its charter to include a provision authorized by subsection (e); or (B) Merge with or into, or consummate a plan of share exchange under § 48-21-103 with, a for-profit benefit corporation or foreign for-profit benefit corporation if, as a result of the merger or share exchange, the shares in the domestic for-profit corporation would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a for-profit benefit corporation or foreign for-profit benefit corporation. (2) The restrictions of this subsection (a) shall not apply prior to the time that the corporation has received payment for any of its capital stock. (b) Any shareholder of a domestic for-profit corporation that holds shares of stock of the domestic for-profit corporation immediately prior to the effective time of the following actions shall be entitled to dissent and obtain payment for the shareholder's shares under chapter 23 of this title; provided, that such shareholder has neither voted in favor of the amendment or the merger or plan of share exchange nor consented to in writing pursuant to § 48-17-104 : (1) An amendment to the corporation's charter to include a provision authorized by subsection (e); or (2) A merger or consummation of a plan of share exchange under § 48-21-103 that would result in the conversion of the domestic for-profit corporation's stock into or the exchange of the corporation's stock for the right to receive shares or other equity interests in a foreign for-profit benefit corporation. (c) Notwithstanding the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, a corporation that is a for-profit benefit corporation shall not, without the approval of two-thirds (2/3) of the outstanding shares of each class of the stock of the corporation of which there are outstanding shares, whether voting or nonvoting: (1) Amend its charter to delete or amend a public benefit provision authorized by subsection (e); (2) Merge with or into another entity if the surviving entity of the merger is not a for-profit benefit corporation or foreign for-profit benefit corporation; (3) Merge with or into another entity that is a for-profit benefit corporation or foreign for-profit benefit corporation unless the charter or similar governing instrument of the surviving entity states that one (1) or more of its public benefit purposes is the same or substantially the same as the public benefit purpose or purposes of the for-profit benefit corporation merging with or into such other entity as of immediately prior to the merger; (4) Consummate a plan of share exchange under § 48-21-103 with another entity that is not a for-profit benefit corporation or foreign for-profit benefit corporation; or (5) Convert under § 48-21-109 to another form of entity. (d) A for-profit benefit corporation shall be managed in a manner that considers the best interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders, and the public benefit or public benefits identified in its charter. (e) The charter of a for-profit benefit corporation shall: (1) Notwithstanding § 48-12-102(b)(2)(A) , include a statement regarding the purpose or purposes for which the corporation is organized including one (1) or more public benefits to be pursued by the corporation; and (2) State within its heading that it is a for-profit benefit corporation. Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
(a) (1) Notwithstanding the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, a domestic for-profit corporation that is not a for-profit benefit corporation shall not, without the approval of two-thirds (2/3) of the outstanding shares of each class of the stock of the corporation of which there are outstanding shares, whether voting or nonvoting: (A) Amend its charter to include a provision authorized by subsection (e); or (B) Merge with or into, or consummate a plan of share exchange under § 48-21-103 with, a for-profit benefit corporation or foreign for-profit benefit corporation if, as a result of the merger or share exchange, the shares in the domestic for-profit corporation would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a for-profit benefit corporation or foreign for-profit benefit corporation. (2) The restrictions of this subsection (a) shall not apply prior to the time that the corporation has received payment for any of its capital stock.
(1) Notwithstanding the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, a domestic for-profit corporation that is not a for-profit benefit corporation shall not, without the approval of two-thirds (2/3) of the outstanding shares of each class of the stock of the corporation of which there are outstanding shares, whether voting or nonvoting: (A) Amend its charter to include a provision authorized by subsection (e); or (B) Merge with or into, or consummate a plan of share exchange under § 48-21-103 with, a for-profit benefit corporation or foreign for-profit benefit corporation if, as a result of the merger or share exchange, the shares in the domestic for-profit corporation would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a for-profit benefit corporation or foreign for-profit benefit corporation.
(A) Amend its charter to include a provision authorized by subsection (e); or
(B) Merge with or into, or consummate a plan of share exchange under § 48-21-103 with, a for-profit benefit corporation or foreign for-profit benefit corporation if, as a result of the merger or share exchange, the shares in the domestic for-profit corporation would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a for-profit benefit corporation or foreign for-profit benefit corporation.
(2) The restrictions of this subsection (a) shall not apply prior to the time that the corporation has received payment for any of its capital stock.
(b) Any shareholder of a domestic for-profit corporation that holds shares of stock of the domestic for-profit corporation immediately prior to the effective time of the following actions shall be entitled to dissent and obtain payment for the shareholder's shares under chapter 23 of this title; provided, that such shareholder has neither voted in favor of the amendment or the merger or plan of share exchange nor consented to in writing pursuant to § 48-17-104 : (1) An amendment to the corporation's charter to include a provision authorized by subsection (e); or (2) A merger or consummation of a plan of share exchange under § 48-21-103 that would result in the conversion of the domestic for-profit corporation's stock into or the exchange of the corporation's stock for the right to receive shares or other equity interests in a foreign for-profit benefit corporation.
(1) An amendment to the corporation's charter to include a provision authorized by subsection (e); or
(2) A merger or consummation of a plan of share exchange under § 48-21-103 that would result in the conversion of the domestic for-profit corporation's stock into or the exchange of the corporation's stock for the right to receive shares or other equity interests in a foreign for-profit benefit corporation.
(c) Notwithstanding the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, a corporation that is a for-profit benefit corporation shall not, without the approval of two-thirds (2/3) of the outstanding shares of each class of the stock of the corporation of which there are outstanding shares, whether voting or nonvoting: (1) Amend its charter to delete or amend a public benefit provision authorized by subsection (e); (2) Merge with or into another entity if the surviving entity of the merger is not a for-profit benefit corporation or foreign for-profit benefit corporation; (3) Merge with or into another entity that is a for-profit benefit corporation or foreign for-profit benefit corporation unless the charter or similar governing instrument of the surviving entity states that one (1) or more of its public benefit purposes is the same or substantially the same as the public benefit purpose or purposes of the for-profit benefit corporation merging with or into such other entity as of immediately prior to the merger; (4) Consummate a plan of share exchange under § 48-21-103 with another entity that is not a for-profit benefit corporation or foreign for-profit benefit corporation; or (5) Convert under § 48-21-109 to another form of entity.
(1) Amend its charter to delete or amend a public benefit provision authorized by subsection (e);
(2) Merge with or into another entity if the surviving entity of the merger is not a for-profit benefit corporation or foreign for-profit benefit corporation;
(3) Merge with or into another entity that is a for-profit benefit corporation or foreign for-profit benefit corporation unless the charter or similar governing instrument of the surviving entity states that one (1) or more of its public benefit purposes is the same or substantially the same as the public benefit purpose or purposes of the for-profit benefit corporation merging with or into such other entity as of immediately prior to the merger;
(4) Consummate a plan of share exchange under § 48-21-103 with another entity that is not a for-profit benefit corporation or foreign for-profit benefit corporation; or
(5) Convert under § 48-21-109 to another form of entity.
(d) A for-profit benefit corporation shall be managed in a manner that considers the best interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders, and the public benefit or public benefits identified in its charter.
(e) The charter of a for-profit benefit corporation shall: (1) Notwithstanding § 48-12-102(b)(2)(A) , include a statement regarding the purpose or purposes for which the corporation is organized including one (1) or more public benefits to be pursued by the corporation; and (2) State within its heading that it is a for-profit benefit corporation.
(1) Notwithstanding § 48-12-102(b)(2)(A) , include a statement regarding the purpose or purposes for which the corporation is organized including one (1) or more public benefits to be pursued by the corporation; and
(2) State within its heading that it is a for-profit benefit corporation.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-64-205 — TN Code / Title 48 / Chapter 64 / Section 48-64-205
Articles of termination following administrative dissolution or revocation
Status: in_force

(a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth: (1) The name of the corporation; (2) The date that termination of corporate existence was authorized; (3) A statement that the resolution authorizing termination was duly adopted by the members or that approval by the members was not required, and that the resolution authorizing termination was adopted by a majority of the board of directors; (4) A copy of the resolution or the written consent authorizing the termination; (5) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; (6) If the corporation is a public benefit corporation, a statement that notice to the attorney general and reporter required by § 48-64-103(a) has been given; and (7) A statement that all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title. (b) If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal, then the secretary of state shall file the articles of termination following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108 , the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1989, ch. 445, § 14; 2010, ch. 741, § 19.
(a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth: (1) The name of the corporation; (2) The date that termination of corporate existence was authorized; (3) A statement that the resolution authorizing termination was duly adopted by the members or that approval by the members was not required, and that the resolution authorizing termination was adopted by a majority of the board of directors; (4) A copy of the resolution or the written consent authorizing the termination; (5) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; (6) If the corporation is a public benefit corporation, a statement that notice to the attorney general and reporter required by § 48-64-103(a) has been given; and (7) A statement that all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title.
(1) The name of the corporation;
(2) The date that termination of corporate existence was authorized;
(3) A statement that the resolution authorizing termination was duly adopted by the members or that approval by the members was not required, and that the resolution authorizing termination was adopted by a majority of the board of directors;
(4) A copy of the resolution or the written consent authorizing the termination;
(5) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained;
(6) If the corporation is a public benefit corporation, a statement that notice to the attorney general and reporter required by § 48-64-103(a) has been given; and
(7) A statement that all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title.
(b) If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal, then the secretary of state shall file the articles of termination following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108 , the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1989, ch. 445, § 14; 2010, ch. 741, § 19.
Tenn. Code Ann. § 48-101-809 — TN Code / Title 48 / Chapter 101 / Section 48-101-809
Applicability of part - Election to be governed by part
Status: in_force

(a) (1) This part applies to: (A) Every domestic nonprofit LLC formed on or after July 1, 2006; and (B) Any domestic nonprofit LLC that was formed prior to July 1, 2006, and that has elected to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002 . (2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then to the extent those provisions are inconsistent with or different from this part, those provisions shall prevail. (3) A domestic nonprofit LLC that was formed between December 31, 2005, and July 1, 2006, may elect to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002 , to the same extent as a domestic nonprofit LLC that was formed prior to January 1, 2006. (b) Any domestic nonprofit LLC that was formed prior to July 1, 2006, under the Nonprofit Limited Liability Company Act of 2001, compiled in chapter 101, part 7 of this title, and that does not voluntarily elect to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, as provided in subsection (a), shall continue to be governed by the Nonprofit Limited Liability Company Act of 2001. (c) This part applies to every foreign nonprofit LLC that first files an application for a certificate of authority under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, on or after July 1, 2006. With respect to each foreign nonprofit LLC that first filed an application for a certificate of authority prior to July 1, 2006, the Nonprofit Limited Liability Company Act of 2001 shall apply to the foreign nonprofit LLC, until the due date of the first annual report required to be filed by the foreign nonprofit LLC on or after July 1, 2006, after which due date this part shall apply to the foreign nonprofit LLC, except that the foreign nonprofit LLC shall not be required to obtain a new certificate of authority. (d) This part does not affect an action or proceeding commenced or right accrued under the Nonprofit Limited Liability Company Act of 2001. Acts 2006, ch. 620, § 10.
(a) (1) This part applies to: (A) Every domestic nonprofit LLC formed on or after July 1, 2006; and (B) Any domestic nonprofit LLC that was formed prior to July 1, 2006, and that has elected to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002 . (2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then to the extent those provisions are inconsistent with or different from this part, those provisions shall prevail. (3) A domestic nonprofit LLC that was formed between December 31, 2005, and July 1, 2006, may elect to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002 , to the same extent as a domestic nonprofit LLC that was formed prior to January 1, 2006.
(1) This part applies to: (A) Every domestic nonprofit LLC formed on or after July 1, 2006; and (B) Any domestic nonprofit LLC that was formed prior to July 1, 2006, and that has elected to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002 .
(A) Every domestic nonprofit LLC formed on or after July 1, 2006; and
(B) Any domestic nonprofit LLC that was formed prior to July 1, 2006, and that has elected to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002 .
(2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then to the extent those provisions are inconsistent with or different from this part, those provisions shall prevail.
(3) A domestic nonprofit LLC that was formed between December 31, 2005, and July 1, 2006, may elect to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002 , to the same extent as a domestic nonprofit LLC that was formed prior to January 1, 2006.
(b) Any domestic nonprofit LLC that was formed prior to July 1, 2006, under the Nonprofit Limited Liability Company Act of 2001, compiled in chapter 101, part 7 of this title, and that does not voluntarily elect to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, as provided in subsection (a), shall continue to be governed by the Nonprofit Limited Liability Company Act of 2001.
(c) This part applies to every foreign nonprofit LLC that first files an application for a certificate of authority under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, on or after July 1, 2006. With respect to each foreign nonprofit LLC that first filed an application for a certificate of authority prior to July 1, 2006, the Nonprofit Limited Liability Company Act of 2001 shall apply to the foreign nonprofit LLC, until the due date of the first annual report required to be filed by the foreign nonprofit LLC on or after July 1, 2006, after which due date this part shall apply to the foreign nonprofit LLC, except that the foreign nonprofit LLC shall not be required to obtain a new certificate of authority.
(d) This part does not affect an action or proceeding commenced or right accrued under the Nonprofit Limited Liability Company Act of 2001.
Acts 2006, ch. 620, § 10.
Tenn. Code Ann. § 48-101-312 — TN Code / Title 48 / Chapter 101 / Section 48-101-312
Exemption from taxation - Payments in lieu of taxes - Reporting
Status: in_force

(a) The corporation is hereby declared to be performing a public function in behalf of the municipality with respect to which the corporation is organized and to be a public instrumentality of such municipality. Accordingly, the corporation and all properties at any time owned by it and the income and revenues therefrom and all bonds issued by it and the income therefrom shall be exempt from all taxation in the state of Tennessee. Also, for purposes of the Securities Act of 1980, compiled in chapter 1, part 1 of this title, and any amendment thereto or substitution therefor, bonds issued by the corporation shall be deemed to be securities issued by a public instrumentality or a political subdivision of the state of Tennessee. (b) (1) The municipality may delegate to a corporation the authority to negotiate and enter into with a corporation's lessees, payments in lieu of ad valorem taxes; provided, that such authorization shall be granted only upon a finding that such payments are deemed to be in furtherance of the corporation's public purposes as defined in this subsection (b). The legislative body of the municipality making such delegation may, in its sole discretion, require the corporation to submit any such agreement to the legislative body for its approval. (2) If the project is located within the corporate limits of a municipality, the payments shall be apportioned between the municipality and the county in the same manner as ad valorem taxes are apportioned on the date of execution of the agreement for payments in lieu of taxes. (3) The trustee shall bill and collect all in lieu of tax payments based on the agreement and the apportioned taxes. (4) (A) Notwithstanding this section to the contrary, and unless the municipality adopts an ordinance or resolution requiring that any agreement with respect to the payments in lieu of taxes entered into pursuant to this subdivision (b)(4) be approved by the municipality, a corporation may negotiate and receive from any lessee of the corporation, without any delegation from the municipality, payments in lieu of taxes with respect to a tax-credit housing project; provided, that: (i) The payments in lieu of taxes are payable to all applicable taxing jurisdictions in which the project is located and are not less than the taxes that would have been paid to each such taxing jurisdiction for the tax year prior to the year the project became a tax-credit housing project; and (ii) The chief executive officer of the municipality has executed a letter supporting the project that is filed with the corporation. (B) As used in this subdivision (b)(4), "tax-credit housing project" or "project" means a project that has received an allocation of low-income housing tax credits under Section 42 of the Internal Revenue Code of 1986 ( 26 U.S.C. § 42 ), or any successor provision, from the Tennessee housing development agency or is otherwise eligible for the tax credits as the result of the issuance of bonds, the interest on which is not subject to federal income taxation. (C) In any municipality in which a corporation does not exist or has been administratively dissolved, a housing authority formed by the municipality pursuant to the Housing Authorities Law, compiled in title 13, chapter 20, may negotiate and receive from any lessee payments in lieu of taxes with respect to a tax-credit housing project in accordance with this subdivision (b)(4), and in that case, the housing authority shall have all rights and powers granted to the corporation pursuant to this chapter necessary to acquire and lease a tax-credit housing project in order to effectuate this subdivision (b)(4). (D) Nothing in this subdivision (b)(4) shall limit the authority of a corporation to negotiate and receive from a lessee of the corporation payments in lieu of taxes with respect to a tax-credit housing project when that authority has been delegated to the corporation by a municipality. (c) An agreement for payment in lieu of taxes shall contain such terms and conditions as the corporation may determine, which may include, but shall not be limited to, provisions to: (1) Defer and/or subordinate payment of all or a portion of the payment in lieu of taxes to such future time as the corporation may determine; (2) Require interest to accrue on such deferred amount; (3) Require that payments in lieu of taxes, including any interest, expenses or costs of collection of same, shall be secured by a deed of trust upon the project; or (4) Provide that such deed of trust may be subordinate to other liens or indebtedness of the project. (d) On or before October 1 each year, the corporation lessee or sublessee shall file with the comptroller of the treasury a report listing leased properties and details of the lease and payment in lieu of tax (PILOT) agreements in the format provided in § 7-53-305 . A copy of the report shall be filed with the assessor of property on or before October 15. The assessor may audit or review the report and conduct comparative analysis to ensure that all agreements and reports are filed. Failure to timely complete and file the report with the comptroller of the treasury shall subject the lessee or sublessee to a late filing fee of fifty dollars ($50.00) payable to the comptroller of the treasury. In addition, failure to file the report with the comptroller of the treasury or assessor within thirty (30) days after written demand for the report shall subject the lessee or sublessee to an additional payment in lieu of tax in the amount of five hundred dollars ($500). (e) For purposes of this part, the corporation or municipality shall at all times be immune from suit, and any legal and financial obligations whatsoever pertaining to the subject of real property, while the corporation is performing its public function by holding legal title to real property pursuant to a lease and payment in lieu of tax (PILOT) agreement; provided, that the person who transferred title to the corporation or municipality pursuant to such PILOT agreement shall remain liable for suits, and any legal and financial obligations whatsoever, pertaining to the real property. Amended by 2016 Tenn. Acts, ch. 588, Secs.s 5, s 6 eff. 3/10/2016. Amended by 2015 Tenn. Acts, ch. 519, s 1, eff. 7/1/2015. Acts 1969, ch. 333, § 11; 1976, ch. 514, § 6; T.C.A., §§ 48-1911, 48-3-312; Acts 1998, ch. 804, § 1; 2000, ch. 914, § 2; 2002, ch. 605, § 2; 2008 , ch. 1013, § 6; 2011 , ch. 162, § 1.
(a) The corporation is hereby declared to be performing a public function in behalf of the municipality with respect to which the corporation is organized and to be a public instrumentality of such municipality. Accordingly, the corporation and all properties at any time owned by it and the income and revenues therefrom and all bonds issued by it and the income therefrom shall be exempt from all taxation in the state of Tennessee. Also, for purposes of the Securities Act of 1980, compiled in chapter 1, part 1 of this title, and any amendment thereto or substitution therefor, bonds issued by the corporation shall be deemed to be securities issued by a public instrumentality or a political subdivision of the state of Tennessee.
(b) (1) The municipality may delegate to a corporation the authority to negotiate and enter into with a corporation's lessees, payments in lieu of ad valorem taxes; provided, that such authorization shall be granted only upon a finding that such payments are deemed to be in furtherance of the corporation's public purposes as defined in this subsection (b). The legislative body of the municipality making such delegation may, in its sole discretion, require the corporation to submit any such agreement to the legislative body for its approval. (2) If the project is located within the corporate limits of a municipality, the payments shall be apportioned between the municipality and the county in the same manner as ad valorem taxes are apportioned on the date of execution of the agreement for payments in lieu of taxes. (3) The trustee shall bill and collect all in lieu of tax payments based on the agreement and the apportioned taxes. (4) (A) Notwithstanding this section to the contrary, and unless the municipality adopts an ordinance or resolution requiring that any agreement with respect to the payments in lieu of taxes entered into pursuant to this subdivision (b)(4) be approved by the municipality, a corporation may negotiate and receive from any lessee of the corporation, without any delegation from the municipality, payments in lieu of taxes with respect to a tax-credit housing project; provided, that: (i) The payments in lieu of taxes are payable to all applicable taxing jurisdictions in which the project is located and are not less than the taxes that would have been paid to each such taxing jurisdiction for the tax year prior to the year the project became a tax-credit housing project; and (ii) The chief executive officer of the municipality has executed a letter supporting the project that is filed with the corporation. (B) As used in this subdivision (b)(4), "tax-credit housing project" or "project" means a project that has received an allocation of low-income housing tax credits under Section 42 of the Internal Revenue Code of 1986 ( 26 U.S.C. § 42 ), or any successor provision, from the Tennessee housing development agency or is otherwise eligible for the tax credits as the result of the issuance of bonds, the interest on which is not subject to federal income taxation. (C) In any municipality in which a corporation does not exist or has been administratively dissolved, a housing authority formed by the municipality pursuant to the Housing Authorities Law, compiled in title 13, chapter 20, may negotiate and receive from any lessee payments in lieu of taxes with respect to a tax-credit housing project in accordance with this subdivision (b)(4), and in that case, the housing authority shall have all rights and powers granted to the corporation pursuant to this chapter necessary to acquire and lease a tax-credit housing project in order to effectuate this subdivision (b)(4). (D) Nothing in this subdivision (b)(4) shall limit the authority of a corporation to negotiate and receive from a lessee of the corporation payments in lieu of taxes with respect to a tax-credit housing project when that authority has been delegated to the corporation by a municipality.
(1) The municipality may delegate to a corporation the authority to negotiate and enter into with a corporation's lessees, payments in lieu of ad valorem taxes; provided, that such authorization shall be granted only upon a finding that such payments are deemed to be in furtherance of the corporation's public purposes as defined in this subsection (b). The legislative body of the municipality making such delegation may, in its sole discretion, require the corporation to submit any such agreement to the legislative body for its approval.
(2) If the project is located within the corporate limits of a municipality, the payments shall be apportioned between the municipality and the county in the same manner as ad valorem taxes are apportioned on the date of execution of the agreement for payments in lieu of taxes.
(3) The trustee shall bill and collect all in lieu of tax payments based on the agreement and the apportioned taxes.
(4) (A) Notwithstanding this section to the contrary, and unless the municipality adopts an ordinance or resolution requiring that any agreement with respect to the payments in lieu of taxes entered into pursuant to this subdivision (b)(4) be approved by the municipality, a corporation may negotiate and receive from any lessee of the corporation, without any delegation from the municipality, payments in lieu of taxes with respect to a tax-credit housing project; provided, that: (i) The payments in lieu of taxes are payable to all applicable taxing jurisdictions in which the project is located and are not less than the taxes that would have been paid to each such taxing jurisdiction for the tax year prior to the year the project became a tax-credit housing project; and (ii) The chief executive officer of the municipality has executed a letter supporting the project that is filed with the corporation. (B) As used in this subdivision (b)(4), "tax-credit housing project" or "project" means a project that has received an allocation of low-income housing tax credits under Section 42 of the Internal Revenue Code of 1986 ( 26 U.S.C. § 42 ), or any successor provision, from the Tennessee housing development agency or is otherwise eligible for the tax credits as the result of the issuance of bonds, the interest on which is not subject to federal income taxation. (C) In any municipality in which a corporation does not exist or has been administratively dissolved, a housing authority formed by the municipality pursuant to the Housing Authorities Law, compiled in title 13, chapter 20, may negotiate and receive from any lessee payments in lieu of taxes with respect to a tax-credit housing project in accordance with this subdivision (b)(4), and in that case, the housing authority shall have all rights and powers granted to the corporation pursuant to this chapter necessary to acquire and lease a tax-credit housing project in order to effectuate this subdivision (b)(4). (D) Nothing in this subdivision (b)(4) shall limit the authority of a corporation to negotiate and receive from a lessee of the corporation payments in lieu of taxes with respect to a tax-credit housing project when that authority has been delegated to the corporation by a municipality.
(A) Notwithstanding this section to the contrary, and unless the municipality adopts an ordinance or resolution requiring that any agreement with respect to the payments in lieu of taxes entered into pursuant to this subdivision (b)(4) be approved by the municipality, a corporation may negotiate and receive from any lessee of the corporation, without any delegation from the municipality, payments in lieu of taxes with respect to a tax-credit housing project; provided, that: (i) The payments in lieu of taxes are payable to all applicable taxing jurisdictions in which the project is located and are not less than the taxes that would have been paid to each such taxing jurisdiction for the tax year prior to the year the project became a tax-credit housing project; and (ii) The chief executive officer of the municipality has executed a letter supporting the project that is filed with the corporation.
(i) The payments in lieu of taxes are payable to all applicable taxing jurisdictions in which the project is located and are not less than the taxes that would have been paid to each such taxing jurisdiction for the tax year prior to the year the project became a tax-credit housing project; and
(ii) The chief executive officer of the municipality has executed a letter supporting the project that is filed with the corporation.
(B) As used in this subdivision (b)(4), "tax-credit housing project" or "project" means a project that has received an allocation of low-income housing tax credits under Section 42 of the Internal Revenue Code of 1986 ( 26 U.S.C. § 42 ), or any successor provision, from the Tennessee housing development agency or is otherwise eligible for the tax credits as the result of the issuance of bonds, the interest on which is not subject to federal income taxation.
(C) In any municipality in which a corporation does not exist or has been administratively dissolved, a housing authority formed by the municipality pursuant to the Housing Authorities Law, compiled in title 13, chapter 20, may negotiate and receive from any lessee payments in lieu of taxes with respect to a tax-credit housing project in accordance with this subdivision (b)(4), and in that case, the housing authority shall have all rights and powers granted to the corporation pursuant to this chapter necessary to acquire and lease a tax-credit housing project in order to effectuate this subdivision (b)(4).
(D) Nothing in this subdivision (b)(4) shall limit the authority of a corporation to negotiate and receive from a lessee of the corporation payments in lieu of taxes with respect to a tax-credit housing project when that authority has been delegated to the corporation by a municipality.
(c) An agreement for payment in lieu of taxes shall contain such terms and conditions as the corporation may determine, which may include, but shall not be limited to, provisions to: (1) Defer and/or subordinate payment of all or a portion of the payment in lieu of taxes to such future time as the corporation may determine; (2) Require interest to accrue on such deferred amount; (3) Require that payments in lieu of taxes, including any interest, expenses or costs of collection of same, shall be secured by a deed of trust upon the project; or (4) Provide that such deed of trust may be subordinate to other liens or indebtedness of the project.
(1) Defer and/or subordinate payment of all or a portion of the payment in lieu of taxes to such future time as the corporation may determine;
(2) Require interest to accrue on such deferred amount;
(3) Require that payments in lieu of taxes, including any interest, expenses or costs of collection of same, shall be secured by a deed of trust upon the project; or
(4) Provide that such deed of trust may be subordinate to other liens or indebtedness of the project.
(d) On or before October 1 each year, the corporation lessee or sublessee shall file with the comptroller of the treasury a report listing leased properties and details of the lease and payment in lieu of tax (PILOT) agreements in the format provided in § 7-53-305 . A copy of the report shall be filed with the assessor of property on or before October 15. The assessor may audit or review the report and conduct comparative analysis to ensure that all agreements and reports are filed. Failure to timely complete and file the report with the comptroller of the treasury shall subject the lessee or sublessee to a late filing fee of fifty dollars ($50.00) payable to the comptroller of the treasury. In addition, failure to file the report with the comptroller of the treasury or assessor within thirty (30) days after written demand for the report shall subject the lessee or sublessee to an additional payment in lieu of tax in the amount of five hundred dollars ($500).
(e) For purposes of this part, the corporation or municipality shall at all times be immune from suit, and any legal and financial obligations whatsoever pertaining to the subject of real property, while the corporation is performing its public function by holding legal title to real property pursuant to a lease and payment in lieu of tax (PILOT) agreement; provided, that the person who transferred title to the corporation or municipality pursuant to such PILOT agreement shall remain liable for suits, and any legal and financial obligations whatsoever, pertaining to the real property.
Amended by 2016 Tenn. Acts, ch. 588, Secs.s 5, s 6 eff. 3/10/2016.
Amended by 2015 Tenn. Acts, ch. 519, s 1, eff. 7/1/2015.
Acts 1969, ch. 333, § 11; 1976, ch. 514, § 6; T.C.A., §§ 48-1911, 48-3-312; Acts 1998, ch. 804, § 1; 2000, ch. 914, § 2; 2002, ch. 605, § 2; 2008 , ch. 1013, § 6; 2011 , ch. 162, § 1.
Tenn. Code Ann. § 48-58-206 — TN Code / Title 48 / Chapter 58 / Section 48-58-206
Committees
Status: in_force

(a) Unless the charter or bylaws provide otherwise, a board of directors may create one (1) or more committees of the board. A committee may consist of one (1) natural person. Except as provided in § 48-58-703 , members of committees of the board of directors may be members of the board of directors or other natural persons, and they shall serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of members to it must be approved by the greater of: (1) A majority of all the directors in office when the action is taken; or (2) The number of directors required by the charter or bylaws to take action under § 48-58-205 . (c) Sections 48-58-201 - 48-58-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well. (d) To the extent specified by the board of directors or in the charter or bylaws, each committee of the board may exercise the board's authority under § 48-58-101 . (e) A committee may not, however: (1) Authorize distributions; (2) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets; (3) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or (4) Adopt, amend or repeal the charter or bylaws. (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-58-301 . (g) The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified committee member during the member's absence or disqualification. (h) The corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors. An advisory committee is not a committee of the board and may not exercise any of the powers of the board. Amended by 2014 Tenn. Acts, ch. 899,s 36, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 35, eff. 1/1/2015. Acts 1987, ch. 242, § 8.25.
(a) Unless the charter or bylaws provide otherwise, a board of directors may create one (1) or more committees of the board. A committee may consist of one (1) natural person. Except as provided in § 48-58-703 , members of committees of the board of directors may be members of the board of directors or other natural persons, and they shall serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it must be approved by the greater of: (1) A majority of all the directors in office when the action is taken; or (2) The number of directors required by the charter or bylaws to take action under § 48-58-205 .
(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the charter or bylaws to take action under § 48-58-205 .
(c) Sections 48-58-201 - 48-58-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.
(d) To the extent specified by the board of directors or in the charter or bylaws, each committee of the board may exercise the board's authority under § 48-58-101 .
(e) A committee may not, however: (1) Authorize distributions; (2) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets; (3) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or (4) Adopt, amend or repeal the charter or bylaws.
(1) Authorize distributions;
(2) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(3) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(4) Adopt, amend or repeal the charter or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-58-301 .
(g) The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified committee member during the member's absence or disqualification.
(h) The corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors. An advisory committee is not a committee of the board and may not exercise any of the powers of the board.
Amended by 2014 Tenn. Acts, ch. 899,s 36, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 35, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.25.
Tenn. Code Ann. § 48-25-101 — TN Code / Title 48 / Chapter 25 / Section 48-25-101
Authority to transact business required
Status: in_force

(a) A foreign corporation, except a foreign insurance corporation subject to title 56, may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trusts, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (c) The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose. Acts 1986, ch. 887, § 15.01.
(a) A foreign corporation, except a foreign insurance corporation subject to title 56, may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trusts, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce.
(1) Maintaining, defending, or settling any proceeding, claim, or dispute;
(2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or appointing and maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, deeds of trusts, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;
(9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state;
(10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or
(11) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose.
Acts 1986, ch. 887, § 15.01.
Tenn. Code Ann. § 48-16-101 — TN Code / Title 48 / Chapter 16 / Section 48-16-101
Authorized shares
Status: in_force

(a) The charter must prescribe the number of shares of each class that the corporation is authorized to issue. If more than one (1) class of shares is authorized, the charter must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the charter. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by § 48-16-102 . (b) The charter must authorize: (1) One (1) or more classes of shares that together have unlimited voting rights; and (2) One (1) or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. (c) The charter may authorize one (1) or more classes of shares that: (1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by chapters 11-27 of this title; (2) Are redeemable or convertible as specified in the charter: (A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (B) For cash, indebtedness, securities, or other property; (C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; (4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation; or (5) Have a par value; provided, that the mere recitation of a par value for shares shall not create a requirement for a minimum consideration for the issuance of any such shares or impose any other restriction on their issuance or create any other right or liability with respect thereto. (d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive. (e) Any of the voting rights, preferences, limitations and relative rights of any class or series of shares authorized under this section may be made dependent upon facts ascertainable outside the charter; provided, that the manner in which such facts shall operate upon the voting powers, preferences, limitations and relative rights is set forth in reasonable detail in the charter. Acts 1986, ch. 887, § 6.01; 1994, ch. 776, §§ 10-13.
(a) The charter must prescribe the number of shares of each class that the corporation is authorized to issue. If more than one (1) class of shares is authorized, the charter must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the charter. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by § 48-16-102 .
(b) The charter must authorize: (1) One (1) or more classes of shares that together have unlimited voting rights; and (2) One (1) or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(1) One (1) or more classes of shares that together have unlimited voting rights; and
(2) One (1) or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The charter may authorize one (1) or more classes of shares that: (1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by chapters 11-27 of this title; (2) Are redeemable or convertible as specified in the charter: (A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (B) For cash, indebtedness, securities, or other property; (C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; (4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation; or (5) Have a par value; provided, that the mere recitation of a par value for shares shall not create a requirement for a minimum consideration for the issuance of any such shares or impose any other restriction on their issuance or create any other right or liability with respect thereto.
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by chapters 11-27 of this title;
(2) Are redeemable or convertible as specified in the charter: (A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (B) For cash, indebtedness, securities, or other property; (C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
(B) For cash, indebtedness, securities, or other property;
(C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation; or
(5) Have a par value; provided, that the mere recitation of a par value for shares shall not create a requirement for a minimum consideration for the issuance of any such shares or impose any other restriction on their issuance or create any other right or liability with respect thereto.
(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
(e) Any of the voting rights, preferences, limitations and relative rights of any class or series of shares authorized under this section may be made dependent upon facts ascertainable outside the charter; provided, that the manner in which such facts shall operate upon the voting powers, preferences, limitations and relative rights is set forth in reasonable detail in the charter.
Acts 1986, ch. 887, § 6.01; 1994, ch. 776, §§ 10-13.
Tenn. Code Ann. § 48-249-911 — TN Code / Title 48 / Chapter 249 / Section 48-249-911
Appeal from denial of foreign LLC's reinstatement
Status: in_force

(a) Notice of denial. If the secretary of state denies a foreign LLC's application for reinstatement following administrative revocation, the secretary of state shall serve the foreign LLC with a writing that explains the reason or reasons for denial. (b) Appeal of denial. The foreign LLC may appeal the denial of reinstatement to the chancery court of Davidson County, within thirty (30) days after service of the writing, by petitioning the court to set aside the revocation, and by attaching to the petition copies of the secretary of state's certificate of revocation, the foreign LLC's application for reinstatement, and the secretary of state's writing explaining the reason or reasons for denial. (c) Order of Reinstatement. The court may summarily order the secretary of state to reinstate the certificate of authority of the foreign LLC, or may take other action the court considers appropriate. (d) Appeal of Court Decision. The court's final decision may be appealed as in other civil proceedings. Acts 2005, ch. 286, § 1.
(a) Notice of denial. If the secretary of state denies a foreign LLC's application for reinstatement following administrative revocation, the secretary of state shall serve the foreign LLC with a writing that explains the reason or reasons for denial.
(b) Appeal of denial. The foreign LLC may appeal the denial of reinstatement to the chancery court of Davidson County, within thirty (30) days after service of the writing, by petitioning the court to set aside the revocation, and by attaching to the petition copies of the secretary of state's certificate of revocation, the foreign LLC's application for reinstatement, and the secretary of state's writing explaining the reason or reasons for denial.
(c) Order of Reinstatement. The court may summarily order the secretary of state to reinstate the certificate of authority of the foreign LLC, or may take other action the court considers appropriate.
(d) Appeal of Court Decision. The court's final decision may be appealed as in other civil proceedings.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-69-115 — TN Code / Title 48 / Chapter 69 / Section 48-69-115
Dissolution of cooperative
Status: in_force

(a) A G&T cooperative that has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed and acknowledged on behalf of the G&T cooperative by a majority of the incorporators, which shall state: (1) The name of the G&T cooperative; (2) The address of its principal office; (3) That the G&T cooperative has not commenced business; (4) That the amount, if any, actually paid in on account of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled to the return and that all easements have been released to the grantors; (5) That no debt of the G&T cooperative remains unpaid; and (6) That a majority of the incorporators elect that the G&T cooperative be dissolved. (b) The articles of dissolution shall be submitted to the secretary of state for filing as provided in this chapter. (c) A G&T cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner: (1) The board shall first recommend that the G&T cooperative be dissolved, which recommendation shall be submitted to the members of the G&T cooperative at any annual or special meeting, the notice of which shall set forth the proposition. The proposed voluntary dissolution shall be deemed approved upon the affirmative votes of: (A) If dissolution is or will be an incident of the sale, lease-sale or other disposition of the assets and properties of the G&T cooperative, as many as, but not fewer than, the percentage of the G&T cooperative's members required to authorize the sale, lease-sale or other disposition as provided in the G&T cooperative's bylaws; or (B) If dissolution is or will be from any other cause, the number or percentage of its members, or of those voting, whichever may be the case, as provided in the cooperative's charter or bylaws; and (2) Any assets remaining after the discharge or provision for the discharge of all of the G&T cooperative's liabilities and the distribution of any patronage capital still outstanding on its books shall be distributed on a pro rata basis and without priority to all present and former members of the cooperative to the extent practicable, as determined by the board; provided, that if the board determines that the amount of the surplus is so small in relation to the administrative cost of distributing it as to be prohibited, the surplus may be donated by the board to one (1) or more charitable or educational organizations that are exempt from federal income taxation. Acts 2009, ch. 475, § 1.
(a) A G&T cooperative that has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed and acknowledged on behalf of the G&T cooperative by a majority of the incorporators, which shall state: (1) The name of the G&T cooperative; (2) The address of its principal office; (3) That the G&T cooperative has not commenced business; (4) That the amount, if any, actually paid in on account of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled to the return and that all easements have been released to the grantors; (5) That no debt of the G&T cooperative remains unpaid; and (6) That a majority of the incorporators elect that the G&T cooperative be dissolved.
(1) The name of the G&T cooperative;
(2) The address of its principal office;
(3) That the G&T cooperative has not commenced business;
(4) That the amount, if any, actually paid in on account of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled to the return and that all easements have been released to the grantors;
(5) That no debt of the G&T cooperative remains unpaid; and
(6) That a majority of the incorporators elect that the G&T cooperative be dissolved.
(b) The articles of dissolution shall be submitted to the secretary of state for filing as provided in this chapter.
(c) A G&T cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner: (1) The board shall first recommend that the G&T cooperative be dissolved, which recommendation shall be submitted to the members of the G&T cooperative at any annual or special meeting, the notice of which shall set forth the proposition. The proposed voluntary dissolution shall be deemed approved upon the affirmative votes of: (A) If dissolution is or will be an incident of the sale, lease-sale or other disposition of the assets and properties of the G&T cooperative, as many as, but not fewer than, the percentage of the G&T cooperative's members required to authorize the sale, lease-sale or other disposition as provided in the G&T cooperative's bylaws; or (B) If dissolution is or will be from any other cause, the number or percentage of its members, or of those voting, whichever may be the case, as provided in the cooperative's charter or bylaws; and (2) Any assets remaining after the discharge or provision for the discharge of all of the G&T cooperative's liabilities and the distribution of any patronage capital still outstanding on its books shall be distributed on a pro rata basis and without priority to all present and former members of the cooperative to the extent practicable, as determined by the board; provided, that if the board determines that the amount of the surplus is so small in relation to the administrative cost of distributing it as to be prohibited, the surplus may be donated by the board to one (1) or more charitable or educational organizations that are exempt from federal income taxation.
(1) The board shall first recommend that the G&T cooperative be dissolved, which recommendation shall be submitted to the members of the G&T cooperative at any annual or special meeting, the notice of which shall set forth the proposition. The proposed voluntary dissolution shall be deemed approved upon the affirmative votes of: (A) If dissolution is or will be an incident of the sale, lease-sale or other disposition of the assets and properties of the G&T cooperative, as many as, but not fewer than, the percentage of the G&T cooperative's members required to authorize the sale, lease-sale or other disposition as provided in the G&T cooperative's bylaws; or (B) If dissolution is or will be from any other cause, the number or percentage of its members, or of those voting, whichever may be the case, as provided in the cooperative's charter or bylaws; and
(A) If dissolution is or will be an incident of the sale, lease-sale or other disposition of the assets and properties of the G&T cooperative, as many as, but not fewer than, the percentage of the G&T cooperative's members required to authorize the sale, lease-sale or other disposition as provided in the G&T cooperative's bylaws; or
(B) If dissolution is or will be from any other cause, the number or percentage of its members, or of those voting, whichever may be the case, as provided in the cooperative's charter or bylaws; and
(2) Any assets remaining after the discharge or provision for the discharge of all of the G&T cooperative's liabilities and the distribution of any patronage capital still outstanding on its books shall be distributed on a pro rata basis and without priority to all present and former members of the cooperative to the extent practicable, as determined by the board; provided, that if the board determines that the amount of the surplus is so small in relation to the administrative cost of distributing it as to be prohibited, the surplus may be donated by the board to one (1) or more charitable or educational organizations that are exempt from federal income taxation.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-61-111 — TN Code / Title 48 / Chapter 61 / Section 48-61-111
Approval of entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity
Status: in_force

In the case of an entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity: (1) The plan of entity conversion must be adopted by the board of directors; (2) After adopting the plan of entity conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination; (3) The board of directors may condition its submission of the plan of entity conversion to the members on any basis; (4) If the approval of the members is to be given at a meeting, the corporation must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a full text copy of the organic documents as they will be in effect immediately after the entity conversion; (5) Unless chapters 51-67 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; (6) If any provision of the charter, bylaws or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended; and (7) If as a result of the conversion one (1) or more members of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such member, of a separate written consent to become subject to such owner liability. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
In the case of an entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity:
(1) The plan of entity conversion must be adopted by the board of directors;
(2) After adopting the plan of entity conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;
(3) The board of directors may condition its submission of the plan of entity conversion to the members on any basis;
(4) If the approval of the members is to be given at a meeting, the corporation must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a full text copy of the organic documents as they will be in effect immediately after the entity conversion;
(5) Unless chapters 51-67 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;
(6) If any provision of the charter, bylaws or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended; and
(7) If as a result of the conversion one (1) or more members of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such member, of a separate written consent to become subject to such owner liability.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-249-614 — TN Code / Title 48 / Chapter 249 / Section 48-249-614
Effective date and effect of articles of termination
Status: in_force

When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated, except that the termination of the LLC existence shall not take away or impair any remedy of or against the LLC or its members, directors, managers or officers for any right or claim existing, or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers, as applicable, shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim. Acts 2005, ch. 286, § 1.
When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated, except that the termination of the LLC existence shall not take away or impair any remedy of or against the LLC or its members, directors, managers or officers for any right or claim existing, or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers, as applicable, shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-11-302 — TN Code / Title 48 / Chapter 11 / Section 48-11-302
Forms and filing methods
Status: in_force

(a) The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title. (b) If the secretary of state so requires, then use of these forms and filing methods is mandatory. Amended by 2020 Tenn. Acts, ch. 719, s 5, eff. 6/22/2020. Acts 1986, ch. 887, § 1.31; 1987, ch. 273, § 8; 2012, ch. 1051, § 10.
(a) The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title.
(b) If the secretary of state so requires, then use of these forms and filing methods is mandatory.
Amended by 2020 Tenn. Acts, ch. 719, s 5, eff. 6/22/2020.
Acts 1986, ch. 887, § 1.31; 1987, ch. 273, § 8; 2012, ch. 1051, § 10.
Tenn. Code Ann. § 48-249-308 — TN Code / Title 48 / Chapter 249 / Section 48-249-308
Right to information
Status: in_force

(a) General. An LLC shall provide members, and their agents and attorneys, access to its records at the LLC's principal executive office or other reasonable location specified in the LLC documents. An LLC shall provide former members, and their agents and attorneys, access to records for proper purposes pertaining to the periods during which they were members. The right of access provides the opportunity to inspect or copy records during ordinary business hours, if the member, or its agent or attorney, gives the LLC written notice of such demand at least five (5) business days before the date on which the member, or its agent or attorney, wishes to inspect or copy. An LLC may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished under this subsection (a), except that copies of the LLC documents and records required to be maintained under § 48-249-406 shall be copied upon demand and at the LLC's expense. (b) Members. An LLC shall furnish to a member and to the personal representative of a deceased member or member under legal disability: (1) Without demand, information reasonably required to comply with the requirements of either federal or state tax laws concerning the member's financial rights, if any, and information concerning the LLC's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the LLC documents or this chapter; and (2) On written demand, other information concerning the LLC's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) Holders of financial rights. Holders of financial rights, and their agents and attorneys, shall have a limited right of access, in order to obtain information reasonably required to comply with the requirements of either federal or state tax laws concerning their financial rights. The right of access provides the opportunity to inspect or copy records for such purpose during ordinary business hours, if the holder of financial rights, or its agent or attorney, gives the LLC written notice of a demand to inspect or copy the records at least five (5) business days before the date on which the holder of financial rights, or its agent or attorney, wishes to inspect or copy. An LLC may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. (d) Remedies. If an LLC does not allow a member that complies with subsection(a), or a holder of financial rights that complies with subsection (c), as applicable, to inspect or copy any records required by the applicable subsection to be available for inspection, a court in the county in which the principal executive office of the LLC, or, if none in this state, its registered office, is located may summarily order inspection or copying of the records demanded, at the expense of the LLC, on application of such member or holder of financial rights, as applicable. If the court orders inspection or copying of the records demanded, it shall also order the LLC to pay the costs, including reasonable attorneys fees, of the member or holder of financial rights, as applicable, incurred to obtain the order, if the member or holder of financial rights proves that the LLC refused inspection without a reasonable basis for doubt regarding the right of the member or holder of financial rights to inspect the records demanded. If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member or holder of financial rights, as applicable. Acts 2005, ch. 286, § 1.
(a) General. An LLC shall provide members, and their agents and attorneys, access to its records at the LLC's principal executive office or other reasonable location specified in the LLC documents. An LLC shall provide former members, and their agents and attorneys, access to records for proper purposes pertaining to the periods during which they were members. The right of access provides the opportunity to inspect or copy records during ordinary business hours, if the member, or its agent or attorney, gives the LLC written notice of such demand at least five (5) business days before the date on which the member, or its agent or attorney, wishes to inspect or copy. An LLC may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished under this subsection (a), except that copies of the LLC documents and records required to be maintained under § 48-249-406 shall be copied upon demand and at the LLC's expense.
(b) Members. An LLC shall furnish to a member and to the personal representative of a deceased member or member under legal disability: (1) Without demand, information reasonably required to comply with the requirements of either federal or state tax laws concerning the member's financial rights, if any, and information concerning the LLC's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the LLC documents or this chapter; and (2) On written demand, other information concerning the LLC's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(1) Without demand, information reasonably required to comply with the requirements of either federal or state tax laws concerning the member's financial rights, if any, and information concerning the LLC's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the LLC documents or this chapter; and
(2) On written demand, other information concerning the LLC's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) Holders of financial rights. Holders of financial rights, and their agents and attorneys, shall have a limited right of access, in order to obtain information reasonably required to comply with the requirements of either federal or state tax laws concerning their financial rights. The right of access provides the opportunity to inspect or copy records for such purpose during ordinary business hours, if the holder of financial rights, or its agent or attorney, gives the LLC written notice of a demand to inspect or copy the records at least five (5) business days before the date on which the holder of financial rights, or its agent or attorney, wishes to inspect or copy. An LLC may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.
(d) Remedies. If an LLC does not allow a member that complies with subsection(a), or a holder of financial rights that complies with subsection (c), as applicable, to inspect or copy any records required by the applicable subsection to be available for inspection, a court in the county in which the principal executive office of the LLC, or, if none in this state, its registered office, is located may summarily order inspection or copying of the records demanded, at the expense of the LLC, on application of such member or holder of financial rights, as applicable. If the court orders inspection or copying of the records demanded, it shall also order the LLC to pay the costs, including reasonable attorneys fees, of the member or holder of financial rights, as applicable, incurred to obtain the order, if the member or holder of financial rights proves that the LLC refused inspection without a reasonable basis for doubt regarding the right of the member or holder of financial rights to inspect the records demanded. If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member or holder of financial rights, as applicable.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1012 — TN Code / Title 48 / Chapter 249 / Section 48-249-1012
Penalty for signing false document
Status: in_force

(a) Fine. A person commits a Class B misdemeanor, punishable by a fine, not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or other required office for filing. (b) Nonexclusivity. The offense created by this section is in addition to any other offense created by law for the same conduct. Acts 2005, ch. 286, § 1.
(a) Fine. A person commits a Class B misdemeanor, punishable by a fine, not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or other required office for filing.
(b) Nonexclusivity. The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-516 — TN Code / Title 48 / Chapter 101 / Section 48-101-516
Foreign organizations and solicitors - Service of process
Status: in_force

(a) Any charitable organization or professional solicitor which has its principal place of business without the state, or which is organized under and by virtue of the laws of a foreign state, and which solicits contributions from people in this state, shall be subject to this part and shall be deemed to have irrevocably appointed the secretary of state as its agent upon whom may be served any summons, subpoena duces tecum or other process directed to such charitable organization or professional solicitor or any partner, principal officer or director thereof in any action or proceeding brought under this part. (b) Service of such process upon the secretary of state shall be made by personally delivering to and leaving with the secretary of state a copy thereof at the capitol in Nashville. Such service shall be sufficient service; provided, that notice of such service and a copy of such process are forthwith sent to such charitable organization or professional solicitor by registered or certified mail with return receipt requested at its office, as set forth in the registration form required to be filed with the secretary of state pursuant to this part or, in default of the filing of such forms, at the last address known. Acts 1976, ch. 735, § 15; T.C.A., §§ 48-2215, 48-3-516.
(a) Any charitable organization or professional solicitor which has its principal place of business without the state, or which is organized under and by virtue of the laws of a foreign state, and which solicits contributions from people in this state, shall be subject to this part and shall be deemed to have irrevocably appointed the secretary of state as its agent upon whom may be served any summons, subpoena duces tecum or other process directed to such charitable organization or professional solicitor or any partner, principal officer or director thereof in any action or proceeding brought under this part.
(b) Service of such process upon the secretary of state shall be made by personally delivering to and leaving with the secretary of state a copy thereof at the capitol in Nashville. Such service shall be sufficient service; provided, that notice of such service and a copy of such process are forthwith sent to such charitable organization or professional solicitor by registered or certified mail with return receipt requested at its office, as set forth in the registration form required to be filed with the secretary of state pursuant to this part or, in default of the filing of such forms, at the last address known.
Acts 1976, ch. 735, § 15; T.C.A., §§ 48-2215, 48-3-516.
Tenn. Code Ann. § 48-249-103 — TN Code / Title 48 / Chapter 249 / Section 48-249-103
Notice
Status: in_force

(a) General; Methods of notice. Notice under this chapter or under the LLC documents, to an LLC or to a foreign LLC authorized to transact business in this state, or by an LLC to its managers, directors, officers, employees, agents, members and holders of financial rights, as applicable, shall be in writing, except that oral notice is effective, if it is reasonable under the circumstances. Such notice may be communicated to or by an LLC, or to a foreign LLC, in person; by telephone, telegraph, teletype, electronic mail or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by publication in a newspaper of general circulation, or by radio, television or other form of public broadcast communication, published or broadcast in the county where the principal executive office of the LLC is or was last located, or in such other geographic areas as may be required under the LLC documents. (b) Effectiveness of notice. Written notice by a domestic LLC to its managers, directors, officers, employees, agents, members and holders of financial rights, as applicable, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the recipient's address shown in the LLC's current records. (c) Notice to LLC. Written notice to a domestic LLC, or a foreign LLC authorized to transact business in this state, may be addressed to its registered agent at its registered office or to the domestic or foreign LLC or its secretary, if any, at its principal executive office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the principal executive office). (d) General effectiveness of written notice. Except as provided in subsection (b), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. (e) Oral notice. Oral notice is effective when communicated, if communicated in a comprehensible manner. (f) Notice by publication or broadcast. Notice by publication or public broadcast, as provided in subsection (a), is effective upon publication or broadcast, as applicable. (g) Governing requirements. Notwithstanding this section, if another provision of this chapter prescribes notice requirements for particular circumstances, those requirements shall govern. Amended by 2014 Tenn. Acts, ch. 783,s 12, eff. 7/1/2014. Acts 2005, ch. 286, § 1.
(a) General; Methods of notice. Notice under this chapter or under the LLC documents, to an LLC or to a foreign LLC authorized to transact business in this state, or by an LLC to its managers, directors, officers, employees, agents, members and holders of financial rights, as applicable, shall be in writing, except that oral notice is effective, if it is reasonable under the circumstances. Such notice may be communicated to or by an LLC, or to a foreign LLC, in person; by telephone, telegraph, teletype, electronic mail or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by publication in a newspaper of general circulation, or by radio, television or other form of public broadcast communication, published or broadcast in the county where the principal executive office of the LLC is or was last located, or in such other geographic areas as may be required under the LLC documents.
(b) Effectiveness of notice. Written notice by a domestic LLC to its managers, directors, officers, employees, agents, members and holders of financial rights, as applicable, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the recipient's address shown in the LLC's current records.
(c) Notice to LLC. Written notice to a domestic LLC, or a foreign LLC authorized to transact business in this state, may be addressed to its registered agent at its registered office or to the domestic or foreign LLC or its secretary, if any, at its principal executive office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the principal executive office).
(d) General effectiveness of written notice. Except as provided in subsection (b), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(1) When received;
(2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(e) Oral notice. Oral notice is effective when communicated, if communicated in a comprehensible manner.
(f) Notice by publication or broadcast. Notice by publication or public broadcast, as provided in subsection (a), is effective upon publication or broadcast, as applicable.
(g) Governing requirements. Notwithstanding this section, if another provision of this chapter prescribes notice requirements for particular circumstances, those requirements shall govern.
Amended by 2014 Tenn. Acts, ch. 783,s 12, eff. 7/1/2014.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-514 — TN Code / Title 48 / Chapter 101 / Section 48-101-514
Enforcement by secretary of state
Status: in_force

(a) (1) The secretary of state, upon the secretary of state's own motion or upon complaint of any person, if the secretary of state has reasonable ground to suspect any violation of this part or any rule thereunder or to aid in enforcement of this part, may publicly or privately investigate as the secretary of state deems necessary any charitable organization, professional solicitor or other person to determine whether such person or organization has filed any registration application or other information required under this part that contains false or misleading statements, has conducted any solicitation of contributions by any unfair, false, misleading or deceptive means or manner, or has otherwise violated any provision of this part. If the secretary of state finds that any application or other information contains false or misleading statements or that a registrant under this part has violated the provisions thereof, the secretary of state may find that such registrant's registration is improper or unlawful. Further, the secretary of state, may assess a civil penalty of not more than five thousand dollars ($5,000) for each and any violation of this part or a rule thereunder. Upon notice to the affected parties of an order by the secretary of state that registration is improper or unlawful and/or that sanctions should be assessed, including civil penalties, the affected party may seek review of that decision by requesting a contested case hearing, which shall be conducted pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. (2) Any civil penalty shall be enforced in the following manner: (A) If a petition for review of the assessment of a penalty through a contested case hearing is not filed within thirty (30) days after the date the assessment is served, the affected party shall be deemed to have consented to the assessment and it shall become final; (B) Whenever any assessment has become final, because of a person's failure to appeal the secretary of state's assessment or otherwise, the secretary of state, in the name of the state, through the attorney general and reporter, may apply to the appropriate court for a judgment and seek execution on such judgment. The court, in such proceedings, shall treat the failure to appeal such assessment as a confession of judgment in the amount of the assessment; and (C) The secretary of state may institute proceedings for assessment in the chancery court of Davidson County or in the chancery court of the county in which all or part of the violation or failure to comply occurred, or in the county in which such person resides, has such person's principal place of conducting solicitations, or has conducted or transacted business or solicitation campaigns. (b) (1) In conducting a public or private investigation as set forth in this part, the secretary of state may issue subpoenas and summon witnesses, administer oaths to such witnesses, take the depositions of witnesses, compel the production of documents, exhibits, records or things, and require testimony on any issue related to the investigation. (2) The secretary of state may visit, investigate or place investigative personnel in the office or places of operation of a charitable organization or professional solicitor. (3) In addition to other actions authorized by law, the secretary of state, by order, letter, or other appropriate means, may enjoin the charitable organization, professional fundraiser, or other person from continuing an act or violation, or committing other acts in furtherance of it, during the course of an investigation. (4) In addition to the authority to inspect fiscal or other records set forth in § 48-101-509 , the secretary of state, in conducting a public or private investigation, may compel by either a request for production of documents, exhibits or things or subpoena duces tecum the presentation or delivery of all books, records, documents or other tangible items, by any person, which the secretary of state believes to be pertinent to the conduct of such investigation. (5) Subpoenas under this part may be served by registered mail, return receipt requested, to the addressee's registered mailing address, or by such personnel as the secretary of state may designate, or shall be directed for service to the sheriff of the county where such witness resides is conducting a solicitation campaign or is found or where such person in custody of any books, records or papers resides or is found. (6) In case of a refusal to obey a subpoena issued to any person under this part, any circuit or chancery court of this state within the jurisdiction in which the person refusing to obey the subpoena resides or is found may issue to such person, upon application by the secretary of state, in the name of the state, through the attorney general and reporter, an order requiring such person to appear before the court to show cause why such person should not be held in contempt for refusal to obey the subpoena. Failure to obey a subpoena may be punished by the court as a contempt of court. (7) At any time prior to the return date specified in the secretary of state's subpoena or request for production of documents, exhibits, or things pursuant to this subsection (b), or within the ten (10) business days following service of such subpoena or request, whichever is shorter, any person from whom information has been requested may petition the circuit or chancery court of Davidson County, stating good cause, for a protective order to extend the return date for a reasonable time, or to modify or set aside the subpoena or request for production. The secretary of state shall receive at least five (5) business days' notice of such a petition and shall be given an opportunity to respond. (8) Any person who has received a subpoena or request for production pursuant to this part, and who, with intent to avoid, evade or prevent compliance, in whole or in part, removes from any place, conceals, withholds, destroys, mutilates, falsifies or by any other means alters any documentary material in the possession, custody or control of any person subject to such notice, is subject to a civil penalty of not more than two thousand five hundred dollars ($2,500) recoverable by the state in addition to any other appropriate sanction. (c) (1) Whenever it appears to the secretary of state that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this part or any rule or order hereunder, and that proceeding would be in the public interest, the secretary of state may in the secretary of state's discretion bring an action, in the name of the state, through the attorney general and reporter in the circuit or chancery court of any county of this state, to: (A) Enjoin the acts, practices or violations of this part; (B) Assess civil penalties; (C) Remedy damages caused directly or indirectly by any violations of this part; (D) Prohibit the disposing of any contributions or altering in any other way the financial status of that person or organization; (E) Enforce compliance with this part or any rule or order hereunder; and (F) Provide other appropriate relief for violations of this part. (2) The action may be brought in a court of competent jurisdiction in the county where all or part of the alleged violation or failure to comply occurred, in the county where such person resides, in the county that has such person's principal place of conducting solicitations, or in the county where such person has conducted or transacted business or solicitation campaigns. (3) Upon a showing of a violation of this part, the courts are authorized to: (A) Issue orders to restrain or enjoin, temporarily or permanently, violations of this part; (B) Disgorge proceeds from unlawful solicitations; (C) Provide restitution to solicitees or injured charitable organizations; (D) Forfeit to the state any unlawfully obtained contributions; (E) Prohibit the disposal of assets or any contributions or the altering of the financial status of any person or organization in violation of this part; (F) Appoint a receiver or conservator of a defendant's assets; and (G) Grant other proper equitable relief. (4) The court may not require the secretary of state to post a bond, and no costs shall be taxed to the secretary of state in actions commenced under this part. (5) Whenever any order for injunctive relief or other relief is granted in an action, or pursuant to an application by the secretary of state in the name of the state under this part, reasonable costs, including the costs of investigation, and attorney's fees may be awarded to the secretary of state, for use by the secretary of state in defraying the costs of administering this part. (6) Any knowing violation of the terms of an injunction or order for other relief issued pursuant to subdivision (3) shall be prima facie evidence of a violation of this part in any action brought pursuant to this section and is punishable by a civil penalty of not more than ten thousand dollars ($10,000) recoverable by the state for each violation, in addition to any other appropriate relief. (d) The secretary of state may appear before any court of competent jurisdiction empowered to issue warrants of arrest in criminal cases and request the issuance of a warrant; upon presentation of probable cause, the court shall issue a warrant directed to any sheriff, deputy sheriff, or police officer. Amended by 2024 Tenn. Acts, ch. 533,s 42, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 41, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 40, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 39, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 38, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 37, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 36, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 35, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 34, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 33, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 32, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 31, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 30, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Acts 1976, ch. 735, § 14; T.C.A., § 48-2214; Acts 1989, ch. 285, §§ 30-32; 1991, ch. 299, §§ 10, 11; 1993, ch. 252, §§ 6-11; T.C.A., § 48-3-514.
(a) (1) The secretary of state, upon the secretary of state's own motion or upon complaint of any person, if the secretary of state has reasonable ground to suspect any violation of this part or any rule thereunder or to aid in enforcement of this part, may publicly or privately investigate as the secretary of state deems necessary any charitable organization, professional solicitor or other person to determine whether such person or organization has filed any registration application or other information required under this part that contains false or misleading statements, has conducted any solicitation of contributions by any unfair, false, misleading or deceptive means or manner, or has otherwise violated any provision of this part. If the secretary of state finds that any application or other information contains false or misleading statements or that a registrant under this part has violated the provisions thereof, the secretary of state may find that such registrant's registration is improper or unlawful. Further, the secretary of state, may assess a civil penalty of not more than five thousand dollars ($5,000) for each and any violation of this part or a rule thereunder. Upon notice to the affected parties of an order by the secretary of state that registration is improper or unlawful and/or that sanctions should be assessed, including civil penalties, the affected party may seek review of that decision by requesting a contested case hearing, which shall be conducted pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. (2) Any civil penalty shall be enforced in the following manner: (A) If a petition for review of the assessment of a penalty through a contested case hearing is not filed within thirty (30) days after the date the assessment is served, the affected party shall be deemed to have consented to the assessment and it shall become final; (B) Whenever any assessment has become final, because of a person's failure to appeal the secretary of state's assessment or otherwise, the secretary of state, in the name of the state, through the attorney general and reporter, may apply to the appropriate court for a judgment and seek execution on such judgment. The court, in such proceedings, shall treat the failure to appeal such assessment as a confession of judgment in the amount of the assessment; and (C) The secretary of state may institute proceedings for assessment in the chancery court of Davidson County or in the chancery court of the county in which all or part of the violation or failure to comply occurred, or in the county in which such person resides, has such person's principal place of conducting solicitations, or has conducted or transacted business or solicitation campaigns.
(1) The secretary of state, upon the secretary of state's own motion or upon complaint of any person, if the secretary of state has reasonable ground to suspect any violation of this part or any rule thereunder or to aid in enforcement of this part, may publicly or privately investigate as the secretary of state deems necessary any charitable organization, professional solicitor or other person to determine whether such person or organization has filed any registration application or other information required under this part that contains false or misleading statements, has conducted any solicitation of contributions by any unfair, false, misleading or deceptive means or manner, or has otherwise violated any provision of this part. If the secretary of state finds that any application or other information contains false or misleading statements or that a registrant under this part has violated the provisions thereof, the secretary of state may find that such registrant's registration is improper or unlawful. Further, the secretary of state, may assess a civil penalty of not more than five thousand dollars ($5,000) for each and any violation of this part or a rule thereunder. Upon notice to the affected parties of an order by the secretary of state that registration is improper or unlawful and/or that sanctions should be assessed, including civil penalties, the affected party may seek review of that decision by requesting a contested case hearing, which shall be conducted pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(2) Any civil penalty shall be enforced in the following manner: (A) If a petition for review of the assessment of a penalty through a contested case hearing is not filed within thirty (30) days after the date the assessment is served, the affected party shall be deemed to have consented to the assessment and it shall become final; (B) Whenever any assessment has become final, because of a person's failure to appeal the secretary of state's assessment or otherwise, the secretary of state, in the name of the state, through the attorney general and reporter, may apply to the appropriate court for a judgment and seek execution on such judgment. The court, in such proceedings, shall treat the failure to appeal such assessment as a confession of judgment in the amount of the assessment; and (C) The secretary of state may institute proceedings for assessment in the chancery court of Davidson County or in the chancery court of the county in which all or part of the violation or failure to comply occurred, or in the county in which such person resides, has such person's principal place of conducting solicitations, or has conducted or transacted business or solicitation campaigns.
(A) If a petition for review of the assessment of a penalty through a contested case hearing is not filed within thirty (30) days after the date the assessment is served, the affected party shall be deemed to have consented to the assessment and it shall become final;
(B) Whenever any assessment has become final, because of a person's failure to appeal the secretary of state's assessment or otherwise, the secretary of state, in the name of the state, through the attorney general and reporter, may apply to the appropriate court for a judgment and seek execution on such judgment. The court, in such proceedings, shall treat the failure to appeal such assessment as a confession of judgment in the amount of the assessment; and
(C) The secretary of state may institute proceedings for assessment in the chancery court of Davidson County or in the chancery court of the county in which all or part of the violation or failure to comply occurred, or in the county in which such person resides, has such person's principal place of conducting solicitations, or has conducted or transacted business or solicitation campaigns.
(b) (1) In conducting a public or private investigation as set forth in this part, the secretary of state may issue subpoenas and summon witnesses, administer oaths to such witnesses, take the depositions of witnesses, compel the production of documents, exhibits, records or things, and require testimony on any issue related to the investigation. (2) The secretary of state may visit, investigate or place investigative personnel in the office or places of operation of a charitable organization or professional solicitor. (3) In addition to other actions authorized by law, the secretary of state, by order, letter, or other appropriate means, may enjoin the charitable organization, professional fundraiser, or other person from continuing an act or violation, or committing other acts in furtherance of it, during the course of an investigation. (4) In addition to the authority to inspect fiscal or other records set forth in § 48-101-509 , the secretary of state, in conducting a public or private investigation, may compel by either a request for production of documents, exhibits or things or subpoena duces tecum the presentation or delivery of all books, records, documents or other tangible items, by any person, which the secretary of state believes to be pertinent to the conduct of such investigation. (5) Subpoenas under this part may be served by registered mail, return receipt requested, to the addressee's registered mailing address, or by such personnel as the secretary of state may designate, or shall be directed for service to the sheriff of the county where such witness resides is conducting a solicitation campaign or is found or where such person in custody of any books, records or papers resides or is found. (6) In case of a refusal to obey a subpoena issued to any person under this part, any circuit or chancery court of this state within the jurisdiction in which the person refusing to obey the subpoena resides or is found may issue to such person, upon application by the secretary of state, in the name of the state, through the attorney general and reporter, an order requiring such person to appear before the court to show cause why such person should not be held in contempt for refusal to obey the subpoena. Failure to obey a subpoena may be punished by the court as a contempt of court. (7) At any time prior to the return date specified in the secretary of state's subpoena or request for production of documents, exhibits, or things pursuant to this subsection (b), or within the ten (10) business days following service of such subpoena or request, whichever is shorter, any person from whom information has been requested may petition the circuit or chancery court of Davidson County, stating good cause, for a protective order to extend the return date for a reasonable time, or to modify or set aside the subpoena or request for production. The secretary of state shall receive at least five (5) business days' notice of such a petition and shall be given an opportunity to respond. (8) Any person who has received a subpoena or request for production pursuant to this part, and who, with intent to avoid, evade or prevent compliance, in whole or in part, removes from any place, conceals, withholds, destroys, mutilates, falsifies or by any other means alters any documentary material in the possession, custody or control of any person subject to such notice, is subject to a civil penalty of not more than two thousand five hundred dollars ($2,500) recoverable by the state in addition to any other appropriate sanction.
(1) In conducting a public or private investigation as set forth in this part, the secretary of state may issue subpoenas and summon witnesses, administer oaths to such witnesses, take the depositions of witnesses, compel the production of documents, exhibits, records or things, and require testimony on any issue related to the investigation.
(2) The secretary of state may visit, investigate or place investigative personnel in the office or places of operation of a charitable organization or professional solicitor.
(3) In addition to other actions authorized by law, the secretary of state, by order, letter, or other appropriate means, may enjoin the charitable organization, professional fundraiser, or other person from continuing an act or violation, or committing other acts in furtherance of it, during the course of an investigation.
(4) In addition to the authority to inspect fiscal or other records set forth in § 48-101-509 , the secretary of state, in conducting a public or private investigation, may compel by either a request for production of documents, exhibits or things or subpoena duces tecum the presentation or delivery of all books, records, documents or other tangible items, by any person, which the secretary of state believes to be pertinent to the conduct of such investigation.
(5) Subpoenas under this part may be served by registered mail, return receipt requested, to the addressee's registered mailing address, or by such personnel as the secretary of state may designate, or shall be directed for service to the sheriff of the county where such witness resides is conducting a solicitation campaign or is found or where such person in custody of any books, records or papers resides or is found.
(6) In case of a refusal to obey a subpoena issued to any person under this part, any circuit or chancery court of this state within the jurisdiction in which the person refusing to obey the subpoena resides or is found may issue to such person, upon application by the secretary of state, in the name of the state, through the attorney general and reporter, an order requiring such person to appear before the court to show cause why such person should not be held in contempt for refusal to obey the subpoena. Failure to obey a subpoena may be punished by the court as a contempt of court.
(7) At any time prior to the return date specified in the secretary of state's subpoena or request for production of documents, exhibits, or things pursuant to this subsection (b), or within the ten (10) business days following service of such subpoena or request, whichever is shorter, any person from whom information has been requested may petition the circuit or chancery court of Davidson County, stating good cause, for a protective order to extend the return date for a reasonable time, or to modify or set aside the subpoena or request for production. The secretary of state shall receive at least five (5) business days' notice of such a petition and shall be given an opportunity to respond.
(8) Any person who has received a subpoena or request for production pursuant to this part, and who, with intent to avoid, evade or prevent compliance, in whole or in part, removes from any place, conceals, withholds, destroys, mutilates, falsifies or by any other means alters any documentary material in the possession, custody or control of any person subject to such notice, is subject to a civil penalty of not more than two thousand five hundred dollars ($2,500) recoverable by the state in addition to any other appropriate sanction.
(c) (1) Whenever it appears to the secretary of state that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this part or any rule or order hereunder, and that proceeding would be in the public interest, the secretary of state may in the secretary of state's discretion bring an action, in the name of the state, through the attorney general and reporter in the circuit or chancery court of any county of this state, to: (A) Enjoin the acts, practices or violations of this part; (B) Assess civil penalties; (C) Remedy damages caused directly or indirectly by any violations of this part; (D) Prohibit the disposing of any contributions or altering in any other way the financial status of that person or organization; (E) Enforce compliance with this part or any rule or order hereunder; and (F) Provide other appropriate relief for violations of this part. (2) The action may be brought in a court of competent jurisdiction in the county where all or part of the alleged violation or failure to comply occurred, in the county where such person resides, in the county that has such person's principal place of conducting solicitations, or in the county where such person has conducted or transacted business or solicitation campaigns. (3) Upon a showing of a violation of this part, the courts are authorized to: (A) Issue orders to restrain or enjoin, temporarily or permanently, violations of this part; (B) Disgorge proceeds from unlawful solicitations; (C) Provide restitution to solicitees or injured charitable organizations; (D) Forfeit to the state any unlawfully obtained contributions; (E) Prohibit the disposal of assets or any contributions or the altering of the financial status of any person or organization in violation of this part; (F) Appoint a receiver or conservator of a defendant's assets; and (G) Grant other proper equitable relief. (4) The court may not require the secretary of state to post a bond, and no costs shall be taxed to the secretary of state in actions commenced under this part. (5) Whenever any order for injunctive relief or other relief is granted in an action, or pursuant to an application by the secretary of state in the name of the state under this part, reasonable costs, including the costs of investigation, and attorney's fees may be awarded to the secretary of state, for use by the secretary of state in defraying the costs of administering this part. (6) Any knowing violation of the terms of an injunction or order for other relief issued pursuant to subdivision (3) shall be prima facie evidence of a violation of this part in any action brought pursuant to this section and is punishable by a civil penalty of not more than ten thousand dollars ($10,000) recoverable by the state for each violation, in addition to any other appropriate relief.
(1) Whenever it appears to the secretary of state that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this part or any rule or order hereunder, and that proceeding would be in the public interest, the secretary of state may in the secretary of state's discretion bring an action, in the name of the state, through the attorney general and reporter in the circuit or chancery court of any county of this state, to: (A) Enjoin the acts, practices or violations of this part; (B) Assess civil penalties; (C) Remedy damages caused directly or indirectly by any violations of this part; (D) Prohibit the disposing of any contributions or altering in any other way the financial status of that person or organization; (E) Enforce compliance with this part or any rule or order hereunder; and (F) Provide other appropriate relief for violations of this part.
(A) Enjoin the acts, practices or violations of this part;
(B) Assess civil penalties;
(C) Remedy damages caused directly or indirectly by any violations of this part;
(D) Prohibit the disposing of any contributions or altering in any other way the financial status of that person or organization;
(E) Enforce compliance with this part or any rule or order hereunder; and
(F) Provide other appropriate relief for violations of this part.
(2) The action may be brought in a court of competent jurisdiction in the county where all or part of the alleged violation or failure to comply occurred, in the county where such person resides, in the county that has such person's principal place of conducting solicitations, or in the county where such person has conducted or transacted business or solicitation campaigns.
(3) Upon a showing of a violation of this part, the courts are authorized to: (A) Issue orders to restrain or enjoin, temporarily or permanently, violations of this part; (B) Disgorge proceeds from unlawful solicitations; (C) Provide restitution to solicitees or injured charitable organizations; (D) Forfeit to the state any unlawfully obtained contributions; (E) Prohibit the disposal of assets or any contributions or the altering of the financial status of any person or organization in violation of this part; (F) Appoint a receiver or conservator of a defendant's assets; and (G) Grant other proper equitable relief.
(A) Issue orders to restrain or enjoin, temporarily or permanently, violations of this part;
(B) Disgorge proceeds from unlawful solicitations;
(C) Provide restitution to solicitees or injured charitable organizations;
(D) Forfeit to the state any unlawfully obtained contributions;
(E) Prohibit the disposal of assets or any contributions or the altering of the financial status of any person or organization in violation of this part;
(F) Appoint a receiver or conservator of a defendant's assets; and
(G) Grant other proper equitable relief.
(4) The court may not require the secretary of state to post a bond, and no costs shall be taxed to the secretary of state in actions commenced under this part.
(5) Whenever any order for injunctive relief or other relief is granted in an action, or pursuant to an application by the secretary of state in the name of the state under this part, reasonable costs, including the costs of investigation, and attorney's fees may be awarded to the secretary of state, for use by the secretary of state in defraying the costs of administering this part.
(6) Any knowing violation of the terms of an injunction or order for other relief issued pursuant to subdivision (3) shall be prima facie evidence of a violation of this part in any action brought pursuant to this section and is punishable by a civil penalty of not more than ten thousand dollars ($10,000) recoverable by the state for each violation, in addition to any other appropriate relief.
(d) The secretary of state may appear before any court of competent jurisdiction empowered to issue warrants of arrest in criminal cases and request the issuance of a warrant; upon presentation of probable cause, the court shall issue a warrant directed to any sheriff, deputy sheriff, or police officer.
Amended by 2024 Tenn. Acts, ch. 533,s 42, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 41, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 40, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 39, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 38, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 37, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 36, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 35, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 34, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 33, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 32, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 31, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 30, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 1976, ch. 735, § 14; T.C.A., § 48-2214; Acts 1989, ch. 285, §§ 30-32; 1991, ch. 299, §§ 10, 11; 1993, ch. 252, §§ 6-11; T.C.A., § 48-3-514.
Tenn. Code Ann. § 48-249-113 — TN Code / Title 48 / Chapter 249 / Section 48-249-113
Procedure for service on domestic or foreign LLC by service on secretary of state
Status: in_force

(a) Service on secretary of state. When the secretary of state is an agent for a domestic or foreign LLC, as provided in § 48-249-112(b) , service on the secretary of state of any process, notice or demand shall be made by delivering the original and one (1) copy of such process, notice or demand to the office of the secretary of state, duly certified by the appropriate official, together with the proper fee. A statement that identifies which of the grounds, as listed in § 48-249-112(b) , for service on the secretary of state is applicable shall be included. The office of the secretary of state shall endorse the time of receipt upon the original and copy, and shall immediately send the copy, along with a written notice that service of the original also was made, by registered or certified mail, with return receipt requested, addressed to the domestic or foreign LLC at its registered office or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office, or as shown in the official registry of the state or country in which the foreign LLC is formed. The secretary of state may require the person seeking to serve the process, notice or demand, or the person's attorney, if any, to furnish the latter address. (b) Refusal of service ineffective. The refusal or failure of the domestic or foreign LLC to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of the service. Any domestic or foreign LLC refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice or demand contained in the registered or certified mail. (c) Receipt received by secretary of state. When the registered or certified mail return receipt is received by the office of the secretary of state, or when a domestic or foreign LLC refuses or fails to accept delivery of the registered or certified mail, and it is returned to the office of the secretary of state, the office of the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the proceeding is pending, or other appropriate official or person, together with the original process, notice or demand, a copy of the notice the secretary of state sent to the defendant LLC and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state. (d) Subsequent pleadings. Subsequent pleadings or papers permitted or required to be served on a domestic or foreign LLC may be served on the secretary of state as agent for the domestic or foreign LLC in the same manner, at the same cost and with the same effect, as process, notice or demand is served on the secretary of state as agent for the domestic or foreign LLC under this section. (e) Minimum time for appearance. No appearance shall be required in the proceeding by the domestic or foreign LLC on which service is completed under this section, nor shall any judgment be taken against such domestic LLC in less than one (1) month after the date service is completed under this section. (f) Record retained. The secretary of state shall keep a record of all processes, notices, demands and subsequent pleadings or papers served upon the secretary of state under this section, which record shall include the time of each service and the secretary of state's action with reference to the service. Amended by 2014 Tenn. Acts, ch. 783,s 13, eff. 7/1/2014. Acts 2005, ch. 286, § 1.
(a) Service on secretary of state. When the secretary of state is an agent for a domestic or foreign LLC, as provided in § 48-249-112(b) , service on the secretary of state of any process, notice or demand shall be made by delivering the original and one (1) copy of such process, notice or demand to the office of the secretary of state, duly certified by the appropriate official, together with the proper fee. A statement that identifies which of the grounds, as listed in § 48-249-112(b) , for service on the secretary of state is applicable shall be included. The office of the secretary of state shall endorse the time of receipt upon the original and copy, and shall immediately send the copy, along with a written notice that service of the original also was made, by registered or certified mail, with return receipt requested, addressed to the domestic or foreign LLC at its registered office or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office, or as shown in the official registry of the state or country in which the foreign LLC is formed. The secretary of state may require the person seeking to serve the process, notice or demand, or the person's attorney, if any, to furnish the latter address.
(b) Refusal of service ineffective. The refusal or failure of the domestic or foreign LLC to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of the service. Any domestic or foreign LLC refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice or demand contained in the registered or certified mail.
(c) Receipt received by secretary of state. When the registered or certified mail return receipt is received by the office of the secretary of state, or when a domestic or foreign LLC refuses or fails to accept delivery of the registered or certified mail, and it is returned to the office of the secretary of state, the office of the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the proceeding is pending, or other appropriate official or person, together with the original process, notice or demand, a copy of the notice the secretary of state sent to the defendant LLC and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state.
(d) Subsequent pleadings. Subsequent pleadings or papers permitted or required to be served on a domestic or foreign LLC may be served on the secretary of state as agent for the domestic or foreign LLC in the same manner, at the same cost and with the same effect, as process, notice or demand is served on the secretary of state as agent for the domestic or foreign LLC under this section.
(e) Minimum time for appearance. No appearance shall be required in the proceeding by the domestic or foreign LLC on which service is completed under this section, nor shall any judgment be taken against such domestic LLC in less than one (1) month after the date service is completed under this section.
(f) Record retained. The secretary of state shall keep a record of all processes, notices, demands and subsequent pleadings or papers served upon the secretary of state under this section, which record shall include the time of each service and the secretary of state's action with reference to the service.
Amended by 2014 Tenn. Acts, ch. 783,s 13, eff. 7/1/2014.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-16-204 — TN Code / Title 48 / Chapter 16 / Section 48-16-204
Share dividends
Status: in_force

(a) Unless the charter provides otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection (a) is a share dividend. (b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless: (1) The charter so authorizes; (2) A majority of the votes entitled to be cast by the class or series to be issued approves the issue; or (3) There are no outstanding shares of the class or series to be issued. (c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. Acts 1986, ch. 887, § 6.23.
(a) Unless the charter provides otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection (a) is a share dividend.
(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless: (1) The charter so authorizes; (2) A majority of the votes entitled to be cast by the class or series to be issued approves the issue; or (3) There are no outstanding shares of the class or series to be issued.
(1) The charter so authorizes;
(2) A majority of the votes entitled to be cast by the class or series to be issued approves the issue; or
(3) There are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Acts 1986, ch. 887, § 6.23.