Tenn. Code Ann. § 48-24-301 — TN Code / Title 48 / Chapter 24 / Section 48-24-301
Grounds for judicial dissolution
Status: in_force

Any court of record with proper venue in accordance with § 48-24-302 may dissolve a corporation: (1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; or (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state; (2) In a proceeding by a shareholder if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect directors; or (D) The corporate assets are being misapplied or wasted; (3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. Acts 1986, ch. 887, § 14.30; 1989, ch. 451, § 23.
Any court of record with proper venue in accordance with § 48-24-302 may dissolve a corporation:
(1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; or (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;
(A) Obtained its charter through fraud;
(B) Has exceeded or abused the authority conferred upon it by law;
(C) Has violated any provision of law resulting in the forfeiture of its charter; or
(D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;
provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;
(2) In a proceeding by a shareholder if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect directors; or (D) The corporate assets are being misapplied or wasted;
(A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect directors; or
(D) The corporate assets are being misapplied or wasted;
(3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
Acts 1986, ch. 887, § 14.30; 1989, ch. 451, § 23.
Tenn. Code Ann. § 48-16-206 — TN Code / Title 48 / Chapter 16 / Section 48-16-206
Form and content of certificate
Status: in_force

(a) Shares may but need not be represented by certificates. Unless chapters 11-27 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b) At a minimum each share certificate must state on its face: (1) The name of the issuing corporation and that it is organized under the laws of this state; (2) The name of the person to whom issued; and (3) The number and class of shares and the designation of the series, if any, the certificate represents. (c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge. (d) Each share certificate: (1) Shall be signed (either manually or in facsimile) by two (2) officers designated in the bylaws or by the board of directors; and (2) May bear the corporate seal or its facsimile. (e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. Acts 1986, ch. 887, § 6.25.
(a) Shares may but need not be represented by certificates. Unless chapters 11-27 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(b) At a minimum each share certificate must state on its face: (1) The name of the issuing corporation and that it is organized under the laws of this state; (2) The name of the person to whom issued; and (3) The number and class of shares and the designation of the series, if any, the certificate represents.
(1) The name of the issuing corporation and that it is organized under the laws of this state;
(2) The name of the person to whom issued; and
(3) The number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate: (1) Shall be signed (either manually or in facsimile) by two (2) officers designated in the bylaws or by the board of directors; and (2) May bear the corporate seal or its facsimile.
(1) Shall be signed (either manually or in facsimile) by two (2) officers designated in the bylaws or by the board of directors; and
(2) May bear the corporate seal or its facsimile.
(e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Acts 1986, ch. 887, § 6.25.
Tenn. Code Ann. § 48-52-105 — TN Code / Title 48 / Chapter 52 / Section 48-52-105
Organization of corporation
Status: in_force

(a) After incorporation: (1) If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon two (2) days' notice of the date, time, and place of the meeting to: (A) Elect directors and complete the organization of the corporation; or (B) Elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by chapters 51-68 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken. (c) An organizational meeting may be held in or out of this state. Acts 1987, ch. 242, § 2.05.
(a) After incorporation: (1) If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon two (2) days' notice of the date, time, and place of the meeting to: (A) Elect directors and complete the organization of the corporation; or (B) Elect a board of directors who shall complete the organization of the corporation.
(1) If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon two (2) days' notice of the date, time, and place of the meeting to: (A) Elect directors and complete the organization of the corporation; or (B) Elect a board of directors who shall complete the organization of the corporation.
(A) Elect directors and complete the organization of the corporation; or
(B) Elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by chapters 51-68 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
(c) An organizational meeting may be held in or out of this state.
Acts 1987, ch. 242, § 2.05.
Tenn. Code Ann. § 48-52-103 — TN Code / Title 48 / Chapter 52 / Section 48-52-103
Incorporation
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state. (b) The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. Acts 1987, ch. 242, § 2.03.
(a) Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state.
(b) The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Acts 1987, ch. 242, § 2.03.
Tenn. Code Ann. § 48-61-119 — TN Code / Title 48 / Chapter 61 / Section 48-61-119
Conversion of domestic nonprofit corporation to foreign for-profit corporation - Articles of charter surrender
Status: in_force

(a) Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of for-profit conversion providing for the corporation to be converted to a foreign for-profit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign for-profit corporation; (3) A statement that the foreign for-profit conversion was duly approved by the members in the manner required by this section and the charter; and (4) The corporation's new jurisdiction of incorporation. (b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee in accordance with § 48-51-303 . The articles of charter surrender shall take effect on the effective time provided in § 48-51-304 . Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
(a) Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of for-profit conversion providing for the corporation to be converted to a foreign for-profit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign for-profit corporation; (3) A statement that the foreign for-profit conversion was duly approved by the members in the manner required by this section and the charter; and (4) The corporation's new jurisdiction of incorporation.
(1) The name of the corporation;
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign for-profit corporation;
(3) A statement that the foreign for-profit conversion was duly approved by the members in the manner required by this section and the charter; and
(4) The corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee in accordance with § 48-51-303 . The articles of charter surrender shall take effect on the effective time provided in § 48-51-304 .
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-69-114 — TN Code / Title 48 / Chapter 69 / Section 48-69-114
Liens - Recordation
Status: in_force

(a) Any mortgage, deed of trust or other instrument executed by a G&T cooperative that, by its terms, creates a lien upon real and personal property, then owned or after-acquired, and that is recorded as a mortgage of real property in any county in which the property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded or filed in the proper office in the county as a mortgage of personal property. (b) Recordation of any such mortgage, deed of trust or other instrument shall cause the lien to attach to all after-acquired property of the mortgagor described as being mortgaged or pledged immediately upon the acquisition of the property by the mortgagor, and the lien shall be superior to all claims of creditors of the mortgagor and purchasers of the property and to all other liens, except liens of prior record and tax liens, affecting the property. Acts 2009, ch. 475, § 1.
(a) Any mortgage, deed of trust or other instrument executed by a G&T cooperative that, by its terms, creates a lien upon real and personal property, then owned or after-acquired, and that is recorded as a mortgage of real property in any county in which the property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded or filed in the proper office in the county as a mortgage of personal property.
(b) Recordation of any such mortgage, deed of trust or other instrument shall cause the lien to attach to all after-acquired property of the mortgagor described as being mortgaged or pledged immediately upon the acquisition of the property by the mortgagor, and the lien shall be superior to all claims of creditors of the mortgagor and purchasers of the property and to all other liens, except liens of prior record and tax liens, affecting the property.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-103-205 — TN Code / Title 48 / Chapter 103 / Section 48-103-205
Business combination prohibited for five-year period - Exceptions
Status: in_force

Notwithstanding any other applicable provisions which may be contained in the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, or other Tennessee statutes to the contrary, no resident domestic corporation shall engage in any business combination, or vote, consent, or otherwise act to authorize a subsidiary of the resident domestic corporation to engage in any business combination, with, with respect to, proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with any interested shareholder of such resident domestic corporation or any affiliate or associate of such interested shareholder for a period of five (5) years following such interested shareholder's share acquisition date unless: (1) Such business combination or the transaction which resulted in the shareholder becoming an interested shareholder is approved by the board of directors of such resident domestic corporation prior to such interested shareholder's share acquisition date, and the proposed business combination satisfies any additional applicable requirements imposed by law and by the charter or bylaws of such resident domestic corporation; or (2) The business combination is not subject to regulation under this part by virtue of § 48-103-207 . Acts 1988, ch. 500, § 4; T.C.A., § 48-35-205.
Notwithstanding any other applicable provisions which may be contained in the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, or other Tennessee statutes to the contrary, no resident domestic corporation shall engage in any business combination, or vote, consent, or otherwise act to authorize a subsidiary of the resident domestic corporation to engage in any business combination, with, with respect to, proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with any interested shareholder of such resident domestic corporation or any affiliate or associate of such interested shareholder for a period of five (5) years following such interested shareholder's share acquisition date unless:
(1) Such business combination or the transaction which resulted in the shareholder becoming an interested shareholder is approved by the board of directors of such resident domestic corporation prior to such interested shareholder's share acquisition date, and the proposed business combination satisfies any additional applicable requirements imposed by law and by the charter or bylaws of such resident domestic corporation; or
(2) The business combination is not subject to regulation under this part by virtue of § 48-103-207 .
Acts 1988, ch. 500, § 4; T.C.A., § 48-35-205.
Tenn. Code Ann. § 48-101-624 — TN Code / Title 48 / Chapter 101 / Section 48-101-624
Dissolution of professional corporations
Status: in_force

The attorney general and reporter may commence a proceeding under chapter 24, part 3 of this title to dissolve a professional corporation if: (1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the corporation's charter serves written notice on the corporation under § 48-15-104 , that it has violated or is violating a provision of this part; (2) The corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice is perfected under § 48-15-104 ; and (3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty (60) days after perfection of service of the notice. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-624.
The attorney general and reporter may commence a proceeding under chapter 24, part 3 of this title to dissolve a professional corporation if:
(1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the corporation's charter serves written notice on the corporation under § 48-15-104 , that it has violated or is violating a provision of this part;
(2) The corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice is perfected under § 48-15-104 ; and
(3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty (60) days after perfection of service of the notice.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-624.
Tenn. Code Ann. § 48-52-101 — TN Code / Title 48 / Chapter 52 / Section 48-52-101
Incorporators
Status: in_force

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as an agent, the incorporator's legal representative may act. Acts 1987, ch. 242, § 2.01.
One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as an agent, the incorporator's legal representative may act.
Acts 1987, ch. 242, § 2.01.
Tenn. Code Ann. § 48-248-401 — TN Code / Title 48 / Chapter 248 / Section 48-248-401
Eligible members
Status: in_force

(a) A PLLC may have persons not licensed to practice a profession described in the PLLC's articles in Tennessee as members only if the licensing authority which licenses the professionals forming such PLLCs specifically so authorizes. If permitted by the authority which licenses such professionals and if such professionals form PLLCs, such PLLCs may have as members only the following: (1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC's articles; (2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC's articles; (3) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles; and/or (4) PLLCs, domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles. (b) If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority may by rule restrict or condition, or revoke in part, the authority of PLLCs subject to its jurisdiction to have the members described in subsection (a). A rule promulgated under this section does not, of itself, make a member of a PLLC at the time the rule becomes effective a disqualified person. (c) The membership interest purported to be held by a person in violation of this section or a rule promulgated under this section is void. (d) (1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and become members of the same professional limited liability company formed pursuant to this chapter: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists. (2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional limited liability company pursuant to this subsection (d); and further provided that nothing in this chapter shall be construed to allow any professional forming a professional limited liability company pursuant to this subsection (d) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual's professional credentials on any advertisement to the public. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 92; 2002, ch. 742, § 2; 2003, ch. 45, § 2; 2005, ch. 59, § 2.
(a) A PLLC may have persons not licensed to practice a profession described in the PLLC's articles in Tennessee as members only if the licensing authority which licenses the professionals forming such PLLCs specifically so authorizes. If permitted by the authority which licenses such professionals and if such professionals form PLLCs, such PLLCs may have as members only the following: (1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC's articles; (2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC's articles; (3) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles; and/or (4) PLLCs, domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles.
(1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC's articles;
(2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC's articles;
(3) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles; and/or
(4) PLLCs, domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles.
(b) If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority may by rule restrict or condition, or revoke in part, the authority of PLLCs subject to its jurisdiction to have the members described in subsection (a). A rule promulgated under this section does not, of itself, make a member of a PLLC at the time the rule becomes effective a disqualified person.
(c) The membership interest purported to be held by a person in violation of this section or a rule promulgated under this section is void.
(d) (1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and become members of the same professional limited liability company formed pursuant to this chapter: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists. (2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional limited liability company pursuant to this subsection (d); and further provided that nothing in this chapter shall be construed to allow any professional forming a professional limited liability company pursuant to this subsection (d) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual's professional credentials on any advertisement to the public.
(1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and become members of the same professional limited liability company formed pursuant to this chapter: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists.
(A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9;
(B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists;
(C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and
(D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists.
(2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional limited liability company pursuant to this subsection (d); and further provided that nothing in this chapter shall be construed to allow any professional forming a professional limited liability company pursuant to this subsection (d) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual's professional credentials on any advertisement to the public.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 92; 2002, ch. 742, § 2; 2003, ch. 45, § 2; 2005, ch. 59, § 2.
Tenn. Code Ann. § 48-103-202 — TN Code / Title 48 / Chapter 103 / Section 48-103-202
Public policy
Status: in_force

The general assembly hereby finds and declares the following to be the public policy of this state: (1) "Resident domestic corporations," as defined by this part, represent and affect, through their ongoing business operations, a variety of constituencies including Tennessee shareholders, employees, customers, suppliers, and local communities and their economies whose welfare is vital to this state's interests; (2) In order to promote such welfare, the regulation of the internal affairs of resident domestic corporations as reflected in the laws of the state should allow for the stable long-term growth of resident domestic corporations; (3) Business combinations involving Tennessee's resident domestic corporations can impair local employment conditions and disrupt local commercial activity. These business combinations often prevent shareholders from realizing the full value of their holdings through forced mergers in which long-term investors can be subjected to the compulsory surrender of their shares with only limited rights to dissent. The threat of these business combinations also deprives shareholders of value by encouraging the adoption of short-term business strategies which may not be in the long-term interest of the corporation or this state; (4) Present Tennessee laws facilitate business combinations which left unbalanced could harm the economy of this state by weakening corporate performance and causing unemployment, plant closings, reduced charitable donations, a declining population base, reduced income to fee-supported local government services, a reduced tax base, and reduced income to other businesses; (5) Tennessee has a substantial and legitimate interest in regulating the internal affairs of its resident domestic corporations which have significant business contacts with this state, including regulating business combinations involving its resident domestic corporations which, individually or in the aggregate, employ a large number of citizens of the state, pay significant taxes, and have a substantial economic base in Tennessee; and (6) The general assembly intends this part to balance the substantial and legitimate interests of Tennessee in regulating the internal affairs of its resident domestic corporations as they impact upon the various constituencies and to promote and encourage long-term corporate growth. Acts 1988, ch. 500, § 1; T.C.A., § 48-35-202.
The general assembly hereby finds and declares the following to be the public policy of this state:
(1) "Resident domestic corporations," as defined by this part, represent and affect, through their ongoing business operations, a variety of constituencies including Tennessee shareholders, employees, customers, suppliers, and local communities and their economies whose welfare is vital to this state's interests;
(2) In order to promote such welfare, the regulation of the internal affairs of resident domestic corporations as reflected in the laws of the state should allow for the stable long-term growth of resident domestic corporations;
(3) Business combinations involving Tennessee's resident domestic corporations can impair local employment conditions and disrupt local commercial activity. These business combinations often prevent shareholders from realizing the full value of their holdings through forced mergers in which long-term investors can be subjected to the compulsory surrender of their shares with only limited rights to dissent. The threat of these business combinations also deprives shareholders of value by encouraging the adoption of short-term business strategies which may not be in the long-term interest of the corporation or this state;
(4) Present Tennessee laws facilitate business combinations which left unbalanced could harm the economy of this state by weakening corporate performance and causing unemployment, plant closings, reduced charitable donations, a declining population base, reduced income to fee-supported local government services, a reduced tax base, and reduced income to other businesses;
(5) Tennessee has a substantial and legitimate interest in regulating the internal affairs of its resident domestic corporations which have significant business contacts with this state, including regulating business combinations involving its resident domestic corporations which, individually or in the aggregate, employ a large number of citizens of the state, pay significant taxes, and have a substantial economic base in Tennessee; and
(6) The general assembly intends this part to balance the substantial and legitimate interests of Tennessee in regulating the internal affairs of its resident domestic corporations as they impact upon the various constituencies and to promote and encourage long-term corporate growth.
Acts 1988, ch. 500, § 1; T.C.A., § 48-35-202.
Tenn. Code Ann. § 48-103-209 — TN Code / Title 48 / Chapter 103 / Section 48-103-209
Severability - Construction with other laws
Status: in_force

(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved. (b) If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict. Acts 1988, ch. 500, § 8; T.C.A., § 48-35-209.
(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved.
(b) If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict.
Acts 1988, ch. 500, § 8; T.C.A., § 48-35-209.
Tenn. Code Ann. § 48-23-205 — TN Code / Title 48 / Chapter 23 / Section 48-23-205
Share restrictions
Status: in_force

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is effectuated or the restrictions released under § 48-23-207 . (b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action. Acts 1986, ch. 887, § 13.24.
(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is effectuated or the restrictions released under § 48-23-207 .
(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action.
Acts 1986, ch. 887, § 13.24.
Tenn. Code Ann. § 48-249-1011 — TN Code / Title 48 / Chapter 249 / Section 48-249-1011
Evidentiary effect of copy of filed document
Status: in_force

A certificate attached or certification affixed to a copy of a document filed with the secretary of state, bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 2005, ch. 286, § 1.
A certificate attached or certification affixed to a copy of a document filed with the secretary of state, bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-246-501 — TN Code / Title 48 / Chapter 246 / Section 48-246-501
Revocation of certificate of authority
Status: in_force

The secretary of state may commence a proceeding under § 48-246-502 to revoke the certificate of authority of a foreign LLC authorized to transact business in this state if: (1) The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due; (2) The foreign LLC is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign LLC does not inform the secretary of state under § 48-208-102 or § 48-208-103 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance; (4) The name of the foreign LLC contained in a document filed pursuant to this title fails to comply with § 48-246-201 ; (5) A member or representative of the foreign LLC signed a document such person knew was false in any material respect with the intent that the document be delivered to the secretary of state for filing; (6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign LLC's records in the jurisdiction under whose law the foreign LLC is organized, stating that it has been terminated or has disappeared as the result of a merger; (7) The foreign LLC is exceeding the authority conferred upon it by this chapter; or (8) The foreign LLC submits to the office of the secretary of state a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 83.
The secretary of state may commence a proceeding under § 48-246-502 to revoke the certificate of authority of a foreign LLC authorized to transact business in this state if:
(1) The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due;
(2) The foreign LLC is without a registered agent or registered office in this state for two (2) months or more;
(3) The foreign LLC does not inform the secretary of state under § 48-208-102 or § 48-208-103 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance;
(4) The name of the foreign LLC contained in a document filed pursuant to this title fails to comply with § 48-246-201 ;
(5) A member or representative of the foreign LLC signed a document such person knew was false in any material respect with the intent that the document be delivered to the secretary of state for filing;
(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign LLC's records in the jurisdiction under whose law the foreign LLC is organized, stating that it has been terminated or has disappeared as the result of a merger;
(7) The foreign LLC is exceeding the authority conferred upon it by this chapter; or
(8) The foreign LLC submits to the office of the secretary of state a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 83.
Tenn. Code Ann. § 48-102-107 — TN Code / Title 48 / Chapter 102 / Section 48-102-107
Construction and maintenance of buildings by lodges
Status: in_force

The grand lodge and each subordinate lodge are empowered to erect and maintain all necessary and suitable buildings, halls, lodge rooms, hospitals, homes for widows and orphans of deceased members, and all other buildings or plants necessary or deemed expedient in the execution of the objects and purposes of the organization, and to collect and apply all rents and income derived from any and all such property; provided, that the application be had in furtherance of the objects and purposes of the organization. Acts 1925, ch. 136, § 3; Shan. Supp., § 2577a10; Code 1932, § 4425; T.C.A. (orig. ed.), §§ 48-1507, 48-4-107.
The grand lodge and each subordinate lodge are empowered to erect and maintain all necessary and suitable buildings, halls, lodge rooms, hospitals, homes for widows and orphans of deceased members, and all other buildings or plants necessary or deemed expedient in the execution of the objects and purposes of the organization, and to collect and apply all rents and income derived from any and all such property; provided, that the application be had in furtherance of the objects and purposes of the organization.
Acts 1925, ch. 136, § 3; Shan. Supp., § 2577a10; Code 1932, § 4425; T.C.A. (orig. ed.), §§ 48-1507, 48-4-107.
Tenn. Code Ann. § 48-61-123 — TN Code / Title 48 / Chapter 61 / Section 48-61-123
Public benefit corporation to provide notice to attorney general and reporter of intent to consummate any merger, membership exchange, or conversions - Time after notice for consummation of transaction
Status: in_force

(a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to consummate any merger, membership exchange or conversions. The notice shall include a copy or summary of the plan of merger, membership exchange or conversion. (b) No merger, membership exchange or conversion shall be consummated, including any transfer of assets until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to consummate any merger, membership exchange or conversions. The notice shall include a copy or summary of the plan of merger, membership exchange or conversion.
(b) No merger, membership exchange or conversion shall be consummated, including any transfer of assets until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-58-405 — TN Code / Title 48 / Chapter 58 / Section 48-58-405
Contract rights of officers - Removal
Status: in_force

(a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. (c) Except as provided in the charter or bylaws, an officer may be removed at any time with or without cause by the appointing officer unless the board provides otherwise. In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed. Amended by 2014 Tenn. Acts, ch. 899,s 43, eff. 1/1/2015. Acts 1987, ch. 242, § 8.44.
(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
(c) Except as provided in the charter or bylaws, an officer may be removed at any time with or without cause by the appointing officer unless the board provides otherwise. In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
Amended by 2014 Tenn. Acts, ch. 899,s 43, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.44.
Tenn. Code Ann. § 48-22-101 — TN Code / Title 48 / Chapter 22 / Section 48-22-101
Sale of assets in regular course of business and mortgage of assets
Status: in_force

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the shares or interests of which are owned by the corporation. (b) Unless the charter requires it, approval by the shareholders of a transaction described in subsection (a) is not required. Acts 1986, ch. 887, § 12.01; 2012, ch. 1051, § 40.
(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the shares or interests of which are owned by the corporation.
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the shares or interests of which are owned by the corporation.
(b) Unless the charter requires it, approval by the shareholders of a transaction described in subsection (a) is not required.
Acts 1986, ch. 887, § 12.01; 2012, ch. 1051, § 40.
Tenn. Code Ann. § 48-58-401 — TN Code / Title 48 / Chapter 58 / Section 48-58-401
Required officers
Status: in_force

(a) A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws; provided, that every corporation shall have a president and a secretary. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors. (b) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation. (d) The same individual may simultaneously hold more than one (1) office in a corporation, except the offices of president and secretary. Acts 1987, ch. 242, § 8.40; 1989, ch. 445, § 7.
(a) A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws; provided, that every corporation shall have a president and a secretary. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors.
(b) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
(d) The same individual may simultaneously hold more than one (1) office in a corporation, except the offices of president and secretary.
Acts 1987, ch. 242, § 8.40; 1989, ch. 445, § 7.
Tenn. Code Ann. § 48-20-201 — TN Code / Title 48 / Chapter 20 / Section 48-20-201
Amendment of bylaws by board of directors or shareholders
Status: in_force

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The charter or chapters 11-27 of this title reserve this power exclusively to the shareholders in whole or in part; or (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. Acts 1986, ch. 887, § 10.20.
(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The charter or chapters 11-27 of this title reserve this power exclusively to the shareholders in whole or in part; or (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(1) The charter or chapters 11-27 of this title reserve this power exclusively to the shareholders in whole or in part; or
(2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
Acts 1986, ch. 887, § 10.20.
Tenn. Code Ann. § 48-101-116 — TN Code / Title 48 / Chapter 101 / Section 48-101-116
Earned surplus
Status: in_force

The corporation shall set apart as an earned surplus all of its net earnings in each and every year until such earned surplus shall equal the total of the paid-in capital and paid-in surplus then outstanding. The earned surplus shall be held in a depository, invested in United States government bonds, or as provided in such corporation's bylaws, and shall be kept and used to meet losses and contingencies of such corporation and, whenever the amount of earned surplus shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Acts 1959, ch. 170, § 15; T.C.A., §§ 48-1716, 48-3-116.
The corporation shall set apart as an earned surplus all of its net earnings in each and every year until such earned surplus shall equal the total of the paid-in capital and paid-in surplus then outstanding. The earned surplus shall be held in a depository, invested in United States government bonds, or as provided in such corporation's bylaws, and shall be kept and used to meet losses and contingencies of such corporation and, whenever the amount of earned surplus shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation.
Acts 1959, ch. 170, § 15; T.C.A., §§ 48-1716, 48-3-116.
Tenn. Code Ann. § 48-28-109 — TN Code / Title 48 / Chapter 28 / Section 48-28-109
Applicability of chapter as to business corporations that are not for-profit benefit corporations
Status: in_force

This chapter shall not affect a statute or other rule of law applicable to a domestic business corporation that is not a for-profit benefit corporation, except as provided in § 48-28-104 . Specifically, no implication is made by, and no inference may be drawn from, the enactment of this chapter as to whether, in exercising their duties, the officers or directors of a domestic business corporation that is not a for-profit benefit corporation may consider the impact of the corporation's transactions or other conduct on: (1) The interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders; or (2) Any public benefit or public benefits identified in its charter. Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
This chapter shall not affect a statute or other rule of law applicable to a domestic business corporation that is not a for-profit benefit corporation, except as provided in § 48-28-104 . Specifically, no implication is made by, and no inference may be drawn from, the enactment of this chapter as to whether, in exercising their duties, the officers or directors of a domestic business corporation that is not a for-profit benefit corporation may consider the impact of the corporation's transactions or other conduct on:
(1) The interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders; or
(2) Any public benefit or public benefits identified in its charter.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-249-1123 — TN Code / Title 48 / Chapter 249 / Section 48-249-1123
Foreign PLLCs
Status: in_force

(a) Certificate of authority required. Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) Requirements. A foreign PLLC may not obtain a certificate of authority, unless: (1) Its name satisfies the requirements of § 48-249-1108 ; (2) It is formed for one (1) or more of the purposes referenced in, and satisfies the requirements of § 48-249-1104 ; and (3) All of its members, holders of financial rights, or their equivalent, if any, directors, or their equivalent, if any, managers, or their equivalent, if any, and officers, or their equivalent, if any, are licensed in one (1) or more states to render a professional service described in its articles; provided, however, that, if the licensing authority of this state permits persons other than qualified persons to serve as directors, managers or officers of a PLLC, not less than one half (½) of its directors, or their equivalent, if any, all of its managers, or their equivalent, if any, and all of its officers, or their equivalent, if any, except the secretary, assistant secretary and treasurer, if any, shall be qualified persons with respect to the foreign PLLC. (c) Exception. A foreign PLLC is not required to obtain a certificate of authority in this state, unless it maintains, or intends to maintain an office, in this state for conduct of business or professional practice. Acts 2005, ch. 286, § 1.
(a) Certificate of authority required. Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) Requirements. A foreign PLLC may not obtain a certificate of authority, unless: (1) Its name satisfies the requirements of § 48-249-1108 ; (2) It is formed for one (1) or more of the purposes referenced in, and satisfies the requirements of § 48-249-1104 ; and (3) All of its members, holders of financial rights, or their equivalent, if any, directors, or their equivalent, if any, managers, or their equivalent, if any, and officers, or their equivalent, if any, are licensed in one (1) or more states to render a professional service described in its articles; provided, however, that, if the licensing authority of this state permits persons other than qualified persons to serve as directors, managers or officers of a PLLC, not less than one half (½) of its directors, or their equivalent, if any, all of its managers, or their equivalent, if any, and all of its officers, or their equivalent, if any, except the secretary, assistant secretary and treasurer, if any, shall be qualified persons with respect to the foreign PLLC.
(1) Its name satisfies the requirements of § 48-249-1108 ;
(2) It is formed for one (1) or more of the purposes referenced in, and satisfies the requirements of § 48-249-1104 ; and
(3) All of its members, holders of financial rights, or their equivalent, if any, directors, or their equivalent, if any, managers, or their equivalent, if any, and officers, or their equivalent, if any, are licensed in one (1) or more states to render a professional service described in its articles; provided, however, that, if the licensing authority of this state permits persons other than qualified persons to serve as directors, managers or officers of a PLLC, not less than one half (½) of its directors, or their equivalent, if any, all of its managers, or their equivalent, if any, and all of its officers, or their equivalent, if any, except the secretary, assistant secretary and treasurer, if any, shall be qualified persons with respect to the foreign PLLC.
(c) Exception. A foreign PLLC is not required to obtain a certificate of authority in this state, unless it maintains, or intends to maintain an office, in this state for conduct of business or professional practice.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-213-101 — TN Code / Title 48 / Chapter 213 / Section 48-213-101
Ultra vires actions
Status: in_force

(a) Limit on Power to Challenge. Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act. (b) Challenge of Power. An LLC's power to act may be challenged in a proceeding by: (1) A member against the LLC to enjoin the act; (2) The LLC, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former governor (if board-managed), manager, employee, or agent of the LLC; or (3) The attorney general and reporter under § 48-245-902 . (c) Derivative Action. In a member's proceeding under subdivision (b)(1) to enjoin an unauthorized LLC act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the LLC or another party because of enjoining the unauthorized act. Acts 1994, ch. 868, § 1.
(a) Limit on Power to Challenge. Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act.
(b) Challenge of Power. An LLC's power to act may be challenged in a proceeding by: (1) A member against the LLC to enjoin the act; (2) The LLC, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former governor (if board-managed), manager, employee, or agent of the LLC; or (3) The attorney general and reporter under § 48-245-902 .
(1) A member against the LLC to enjoin the act;
(2) The LLC, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former governor (if board-managed), manager, employee, or agent of the LLC; or
(3) The attorney general and reporter under § 48-245-902 .
(c) Derivative Action. In a member's proceeding under subdivision (b)(1) to enjoin an unauthorized LLC act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the LLC or another party because of enjoining the unauthorized act.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-16-104 — TN Code / Title 48 / Chapter 16 / Section 48-16-104
Fractional shares
Status: in_force

(a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by the shareholders; and (3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by § 48-16-206(b) . (c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (d) The board of directors may authorize the issuance of scrip, subject to any condition considered desirable, including that: (1) The scrip will become void if not exchanged for full shares before a specified date; and (2) The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. Acts 1986, ch. 887, § 6.04.
(a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by the shareholders; and (3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(1) Issue fractions of a share or pay in money the value of fractions of a share;
(2) Arrange for disposition of fractional shares by the shareholders; and
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by § 48-16-206(b) .
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip, subject to any condition considered desirable, including that: (1) The scrip will become void if not exchanged for full shares before a specified date; and (2) The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
(1) The scrip will become void if not exchanged for full shares before a specified date; and
(2) The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Acts 1986, ch. 887, § 6.04.
Tenn. Code Ann. § 48-68-202 — TN Code / Title 48 / Chapter 68 / Section 48-68-202
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Acquiring entity" means the person who gains ownership or control of a public benefit hospital entity as a result of a public benefit hospital conveyance transaction; (2) "Person" means any individual, partnership, trust, estate, corporation, association, joint venture, joint stock company or other organization; (3) (A) "Public benefit hospital conveyance transaction" means: (i) The sale, transfer, lease, exchange, optioning, conveyance or other disposition of a material amount of the assets or operations of any public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity; and (ii) The transfer of control or governance of a public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity; (B) "Public benefit hospital conveyance transaction" includes any transaction described in subdivision (3)(A)(i) or (3)(A)(ii) that is entered into by the public benefit hospital entity or by any entity that controls, is controlled by or is under common control with such public benefit hospital entity; (4) "Public benefit hospital entity" means any public benefit corporation, as defined in chapter 51, part 2 of this title, or any governmental entity that is licensed as a hospital under title 68, chapter 11, part 2, or considered a hospital under title 33, chapter 1, including entities affiliated with any of these through ownership, governance, or membership, such as a holding company or subsidiary. Amended by 2014 Tenn. Acts, ch. 864,s 1, eff. 5/1/2014. Acts 2006, ch. 930, § 3.
As used in this part, unless the context otherwise requires:
(1) "Acquiring entity" means the person who gains ownership or control of a public benefit hospital entity as a result of a public benefit hospital conveyance transaction;
(2) "Person" means any individual, partnership, trust, estate, corporation, association, joint venture, joint stock company or other organization;
(3) (A) "Public benefit hospital conveyance transaction" means: (i) The sale, transfer, lease, exchange, optioning, conveyance or other disposition of a material amount of the assets or operations of any public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity; and (ii) The transfer of control or governance of a public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity; (B) "Public benefit hospital conveyance transaction" includes any transaction described in subdivision (3)(A)(i) or (3)(A)(ii) that is entered into by the public benefit hospital entity or by any entity that controls, is controlled by or is under common control with such public benefit hospital entity;
(A) "Public benefit hospital conveyance transaction" means: (i) The sale, transfer, lease, exchange, optioning, conveyance or other disposition of a material amount of the assets or operations of any public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity; and (ii) The transfer of control or governance of a public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity;
(i) The sale, transfer, lease, exchange, optioning, conveyance or other disposition of a material amount of the assets or operations of any public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity; and
(ii) The transfer of control or governance of a public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity;
(B) "Public benefit hospital conveyance transaction" includes any transaction described in subdivision (3)(A)(i) or (3)(A)(ii) that is entered into by the public benefit hospital entity or by any entity that controls, is controlled by or is under common control with such public benefit hospital entity;
(4) "Public benefit hospital entity" means any public benefit corporation, as defined in chapter 51, part 2 of this title, or any governmental entity that is licensed as a hospital under title 68, chapter 11, part 2, or considered a hospital under title 33, chapter 1, including entities affiliated with any of these through ownership, governance, or membership, such as a holding company or subsidiary.
Amended by 2014 Tenn. Acts, ch. 864,s 1, eff. 5/1/2014.
Acts 2006, ch. 930, § 3.
Tenn. Code Ann. § 48-249-601 — TN Code / Title 48 / Chapter 249 / Section 48-249-601
Dissolution
Status: in_force

(a) Events causing dissolution. An LLC is dissolved upon the first to occur of the following: (1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of an LLC that is administratively dissolved pursuant to § 48-249-604 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-249-606 ; (2) The occurrence of an event specified in the LLC documents; (3) An action of the members in accordance with § 48-249-603 ; (4) An action of the organizers under § 48-249-602 ; (5) An order of a court under § 48-249-616 or 48-249-617 ; (6) An action of the secretary of state under § 48-249-605 ; or (7) At any time there are no members if: (A) The LLC files a notice of dissolution as provided in § 48-249-609 , within ninety (90) days after the occurrence of the event that terminated the membership interest of the last remaining member, which notice of dissolution may be signed on behalf of the LLC by the personal representative of the last remaining member; and (B) The LLC documents specify that the termination of the membership interest of the last remaining member dissolves the LLC; provided, that if such notice of dissolution is not filed or the LLC documents do not provide for dissolution in that event, the LLC is not dissolved and is not required to be wound up and the personal representative of the last remaining member is automatically substituted as a member for the last remaining member, effective as of the occurrence of the event that terminated the membership interest of the last remaining member. Notwithstanding this subdivision (a)(7)(B), the LLC documents may specify that any person may be substituted as a member for the last remaining member, effective as of the date of the event that causes the termination of membership interest of the last remaining member. (b) Events not causing dissolution. The termination, dissociation, death, incapacity, withdrawal, retirement, resignation, expulsion, bankruptcy or dissolution of any member, or the occurrence of any other event that terminates the membership interest of any member, shall not cause the LLC to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the LLC shall be continued without dissolution. (c) Effect of dissolution. An LLC dissolved by any of the dissolution events specified in subsection (a) shall be wound up, and its existence shall be terminated as provided in this part. Amended by 2016 Tenn. Acts, ch. 688,s 9, eff. 7/1/2016. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 34.
(a) Events causing dissolution. An LLC is dissolved upon the first to occur of the following: (1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of an LLC that is administratively dissolved pursuant to § 48-249-604 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-249-606 ; (2) The occurrence of an event specified in the LLC documents; (3) An action of the members in accordance with § 48-249-603 ; (4) An action of the organizers under § 48-249-602 ; (5) An order of a court under § 48-249-616 or 48-249-617 ; (6) An action of the secretary of state under § 48-249-605 ; or (7) At any time there are no members if: (A) The LLC files a notice of dissolution as provided in § 48-249-609 , within ninety (90) days after the occurrence of the event that terminated the membership interest of the last remaining member, which notice of dissolution may be signed on behalf of the LLC by the personal representative of the last remaining member; and (B) The LLC documents specify that the termination of the membership interest of the last remaining member dissolves the LLC; provided, that if such notice of dissolution is not filed or the LLC documents do not provide for dissolution in that event, the LLC is not dissolved and is not required to be wound up and the personal representative of the last remaining member is automatically substituted as a member for the last remaining member, effective as of the occurrence of the event that terminated the membership interest of the last remaining member. Notwithstanding this subdivision (a)(7)(B), the LLC documents may specify that any person may be substituted as a member for the last remaining member, effective as of the date of the event that causes the termination of membership interest of the last remaining member.
(1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of an LLC that is administratively dissolved pursuant to § 48-249-604 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-249-606 ;
(2) The occurrence of an event specified in the LLC documents;
(3) An action of the members in accordance with § 48-249-603 ;
(4) An action of the organizers under § 48-249-602 ;
(5) An order of a court under § 48-249-616 or 48-249-617 ;
(6) An action of the secretary of state under § 48-249-605 ; or
(7) At any time there are no members if: (A) The LLC files a notice of dissolution as provided in § 48-249-609 , within ninety (90) days after the occurrence of the event that terminated the membership interest of the last remaining member, which notice of dissolution may be signed on behalf of the LLC by the personal representative of the last remaining member; and (B) The LLC documents specify that the termination of the membership interest of the last remaining member dissolves the LLC; provided, that if such notice of dissolution is not filed or the LLC documents do not provide for dissolution in that event, the LLC is not dissolved and is not required to be wound up and the personal representative of the last remaining member is automatically substituted as a member for the last remaining member, effective as of the occurrence of the event that terminated the membership interest of the last remaining member. Notwithstanding this subdivision (a)(7)(B), the LLC documents may specify that any person may be substituted as a member for the last remaining member, effective as of the date of the event that causes the termination of membership interest of the last remaining member.
(A) The LLC files a notice of dissolution as provided in § 48-249-609 , within ninety (90) days after the occurrence of the event that terminated the membership interest of the last remaining member, which notice of dissolution may be signed on behalf of the LLC by the personal representative of the last remaining member; and
(B) The LLC documents specify that the termination of the membership interest of the last remaining member dissolves the LLC; provided, that if such notice of dissolution is not filed or the LLC documents do not provide for dissolution in that event, the LLC is not dissolved and is not required to be wound up and the personal representative of the last remaining member is automatically substituted as a member for the last remaining member, effective as of the occurrence of the event that terminated the membership interest of the last remaining member. Notwithstanding this subdivision (a)(7)(B), the LLC documents may specify that any person may be substituted as a member for the last remaining member, effective as of the date of the event that causes the termination of membership interest of the last remaining member.
(b) Events not causing dissolution. The termination, dissociation, death, incapacity, withdrawal, retirement, resignation, expulsion, bankruptcy or dissolution of any member, or the occurrence of any other event that terminates the membership interest of any member, shall not cause the LLC to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the LLC shall be continued without dissolution.
(c) Effect of dissolution. An LLC dissolved by any of the dissolution events specified in subsection (a) shall be wound up, and its existence shall be terminated as provided in this part.
Amended by 2016 Tenn. Acts, ch. 688,s 9, eff. 7/1/2016.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 34.
Tenn. Code Ann. § 48-25-107 — TN Code / Title 48 / Chapter 25 / Section 48-25-107
Registered office and registered agent of foreign corporation
Status: in_force

Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. Amended by 2023 Tenn. Acts, ch. 102,s 2, eff. 7/1/2023. Acts 1986, ch. 887, § 15.07.
Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 2, eff. 7/1/2023.
Acts 1986, ch. 887, § 15.07.
Tenn. Code Ann. § 48-101-803 — TN Code / Title 48 / Chapter 101 / Section 48-101-803
Application of the Tennessee Revised Limited Liability Company Act
Status: in_force

The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, shall apply to nonprofit LLCs, both domestic and foreign, to the extent not inconsistent with this part. Acts 2006, ch. 620, § 4.
The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, shall apply to nonprofit LLCs, both domestic and foreign, to the extent not inconsistent with this part.
Acts 2006, ch. 620, § 4.
Tenn. Code Ann. § 48-56-303 — TN Code / Title 48 / Chapter 56 / Section 48-56-303
Purchase of memberships
Status: in_force

(a) A public benefit corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its charter. No payment shall be made in violation of chapter 63 of this title. Acts 1987, ch. 242, § 6.32.
(a) A public benefit corporation may not purchase any of its memberships or any right arising therefrom.
(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its charter. No payment shall be made in violation of chapter 63 of this title.
Acts 1987, ch. 242, § 6.32.
Tenn. Code Ann. § 48-239-113 — TN Code / Title 48 / Chapter 239 / Section 48-239-113
Action without a meeting
Status: in_force

(a) Method. (1) Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or take such action at a meeting is the act of the board of governors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each governor in one (1) or more counterparts, indicating the signing governor's vote or abstention on the action, and shall be included in the minutes or filed with the LLC's records reflecting the action taken. (2) Notwithstanding subdivision (a)(1), the articles or operating agreement may provide for written governor action to be taken without all governors consenting to the waiver of actual meeting, but such consent must be of at least two thirds (2/3) of the governors. (b) Effective Time. The written action is effective when the last required governor signs the action, unless a different effective time is provided in the written action. (c) Notice and Liability. If the articles or operating agreement permits written action and waiver of meetings by less than all governors, all governors must be notified immediately of the action's text and effective date. Failure to provide the notice does not invalidate the written action. A governor who does not sign or consent to the written action has no liability for the action or actions taken by this written action. (d) Consent Equals Meeting. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of governors is satisfied by a consent signed under this section. Acts 1994, ch. 868, § 1.
(a) Method. (1) Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or take such action at a meeting is the act of the board of governors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each governor in one (1) or more counterparts, indicating the signing governor's vote or abstention on the action, and shall be included in the minutes or filed with the LLC's records reflecting the action taken. (2) Notwithstanding subdivision (a)(1), the articles or operating agreement may provide for written governor action to be taken without all governors consenting to the waiver of actual meeting, but such consent must be of at least two thirds (2/3) of the governors.
(1) Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or take such action at a meeting is the act of the board of governors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each governor in one (1) or more counterparts, indicating the signing governor's vote or abstention on the action, and shall be included in the minutes or filed with the LLC's records reflecting the action taken.
(2) Notwithstanding subdivision (a)(1), the articles or operating agreement may provide for written governor action to be taken without all governors consenting to the waiver of actual meeting, but such consent must be of at least two thirds (2/3) of the governors.
(b) Effective Time. The written action is effective when the last required governor signs the action, unless a different effective time is provided in the written action.
(c) Notice and Liability. If the articles or operating agreement permits written action and waiver of meetings by less than all governors, all governors must be notified immediately of the action's text and effective date. Failure to provide the notice does not invalidate the written action. A governor who does not sign or consent to the written action has no liability for the action or actions taken by this written action.
(d) Consent Equals Meeting. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of governors is satisfied by a consent signed under this section.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-68-207 — TN Code / Title 48 / Chapter 68 / Section 48-68-207
Determination of whether the transaction will have effect on availability or accessibility to health care services
Status: in_force

In making a decision whether to object to a public benefit hospital conveyance transaction, the attorney general and reporter shall also determine whether the proposed public benefit hospital conveyance transaction may have a significant effect on the availability or accessibility of health care services to the affected community. In making this determination, the attorney general and reporter shall consider: (1) Whether sufficient safeguards are included to assure the affected community continued access to affordable care; (2) Whether the proposed public benefit hospital conveyance transaction creates or has the likelihood of creating an adverse effect on the access to or availability or cost of health care services to the community; (3) Whether the acquiring entities have made a commitment, at least comparable to the public benefit hospital entity, to provide health care to the disadvantaged, the uninsured and the underinsured, and to provide benefits to the affected community to promote improved health care. Activities and funding provided by the public benefit hospital entity or its successor public benefit hospital entity or foundation to provide such health care or to provide support or medical education and teaching programs or medical research programs shall be considered in evaluating compliance with this commitment; (4) Whether the public benefit hospital conveyance transaction will result in the revocation of hospital privileges; (5) Whether sufficient safeguards are included to maintain appropriate capacity for health science research and health care provider education; and (6) Whether the proposed public benefit hospital conveyance transaction demonstrates that the public interest will be served considering the essential medical services needed to provide safe and adequate treatment, appropriate access and balanced health care delivery to the residents. Acts 2006, ch. 930, § 8.
In making a decision whether to object to a public benefit hospital conveyance transaction, the attorney general and reporter shall also determine whether the proposed public benefit hospital conveyance transaction may have a significant effect on the availability or accessibility of health care services to the affected community. In making this determination, the attorney general and reporter shall consider:
(1) Whether sufficient safeguards are included to assure the affected community continued access to affordable care;
(2) Whether the proposed public benefit hospital conveyance transaction creates or has the likelihood of creating an adverse effect on the access to or availability or cost of health care services to the community;
(3) Whether the acquiring entities have made a commitment, at least comparable to the public benefit hospital entity, to provide health care to the disadvantaged, the uninsured and the underinsured, and to provide benefits to the affected community to promote improved health care. Activities and funding provided by the public benefit hospital entity or its successor public benefit hospital entity or foundation to provide such health care or to provide support or medical education and teaching programs or medical research programs shall be considered in evaluating compliance with this commitment;
(4) Whether the public benefit hospital conveyance transaction will result in the revocation of hospital privileges;
(5) Whether sufficient safeguards are included to maintain appropriate capacity for health science research and health care provider education; and
(6) Whether the proposed public benefit hospital conveyance transaction demonstrates that the public interest will be served considering the essential medical services needed to provide safe and adequate treatment, appropriate access and balanced health care delivery to the residents.
Acts 2006, ch. 930, § 8.
Tenn. Code Ann. § 48-249-615 — TN Code / Title 48 / Chapter 249 / Section 48-249-615
Supervised winding up and termination following a nonjudicial dissolution
Status: in_force

After an event of dissolution has occurred, and before articles of termination have been filed, the LLC or, for good cause shown, a member or creditor, may apply to a court within the county in which the LLC's principal executive office is or was last located to have the dissolution conducted or continued under the supervision of the court as provided in §§ 48-249-616 - 48-249-619. Acts 2005, ch. 286, § 1.
After an event of dissolution has occurred, and before articles of termination have been filed, the LLC or, for good cause shown, a member or creditor, may apply to a court within the county in which the LLC's principal executive office is or was last located to have the dissolution conducted or continued under the supervision of the court as provided in §§ 48-249-616 - 48-249-619.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-240-101 — TN Code / Title 48 / Chapter 240 / Section 48-240-101
Member-managed
Status: in_force

If the LLC has elected to be member-managed, any actions that would require the action of the board of governors shall be made by the members. Unless chapters 201-248 of this title, the articles or operating agreement require otherwise, decisions shall be made and actions taken by a majority vote of the members acting in their capacity as members present at a meeting at which a quorum is established. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 60.
If the LLC has elected to be member-managed, any actions that would require the action of the board of governors shall be made by the members. Unless chapters 201-248 of this title, the articles or operating agreement require otherwise, decisions shall be made and actions taken by a majority vote of the members acting in their capacity as members present at a meeting at which a quorum is established.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 60.
Tenn. Code Ann. § 48-51-310 — TN Code / Title 48 / Chapter 51 / Section 48-51-310
Penalty for signing false document
Status: in_force

A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor. Acts 1987, ch. 242, § 1.39; 1989, ch. 591, §§ 1, 6.
A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor.
Acts 1987, ch. 242, § 1.39; 1989, ch. 591, §§ 1, 6.
Tenn. Code Ann. § 48-102-101 — TN Code / Title 48 / Chapter 102 / Section 48-102-101
General powers of grand lodge
Status: in_force

(a) The officers of the grand lodge of the state of Tennessee, of the Independent Order of Odd Fellows, and their regular successors, are a body politic and corporate, by the name and style of "The Grand Lodge of the Independent Order of Odd Fellows of the State of Tennessee" and, by that name, are invested with power to acquire, possess, occupy, and enjoy real and personal estate, and to sell and convey, or otherwise dispose of the same under the bylaws, rules, and regulations of the lodge; provided, that such bylaws, rules and regulations shall not be contrary to the constitutions of the United States and of this state. (b) The corporation, in its name, shall be competent to contract and be contracted with; to sue and be sued, plead and be impleaded, in all courts; to have and use a common seal and to alter the same at its pleasure. (c) The right of any future general assembly to alter, repeal, or amend this part is expressly reserved. Acts 1845-1846, ch. 69, §§ 1, 2; 1847-1848, ch. 60, § 1; Shan., § 2577a4; mod. Code 1932, § 4419; T.C.A. (orig. ed.), §§ 48-1501, 48-4-101.
(a) The officers of the grand lodge of the state of Tennessee, of the Independent Order of Odd Fellows, and their regular successors, are a body politic and corporate, by the name and style of "The Grand Lodge of the Independent Order of Odd Fellows of the State of Tennessee" and, by that name, are invested with power to acquire, possess, occupy, and enjoy real and personal estate, and to sell and convey, or otherwise dispose of the same under the bylaws, rules, and regulations of the lodge; provided, that such bylaws, rules and regulations shall not be contrary to the constitutions of the United States and of this state.
(b) The corporation, in its name, shall be competent to contract and be contracted with; to sue and be sued, plead and be impleaded, in all courts; to have and use a common seal and to alter the same at its pleasure.
(c) The right of any future general assembly to alter, repeal, or amend this part is expressly reserved.
Acts 1845-1846, ch. 69, §§ 1, 2; 1847-1848, ch. 60, § 1; Shan., § 2577a4; mod. Code 1932, § 4419; T.C.A. (orig. ed.), §§ 48-1501, 48-4-101.
Tenn. Code Ann. § 48-103-107 — TN Code / Title 48 / Chapter 103 / Section 48-103-107
Consent to service
Status: in_force

(a) Upon any application for registration of a takeover offer, there shall be filed with the application the irrevocable written consent of the offeror that in suits, proceedings and actions growing out of this part, the service on the commissioner of any notice, process or pleading therein authorized by the laws of this state shall be as valid and binding as if due service had been made on the offeror. (b) The form of such consent shall be prescribed by the commissioner. (c) Service of any notice, process or pleadings in any suits, proceedings and actions growing out of the violation of this part against an offeror who has filed a consent to service with the commissioner shall, if made on the commissioner, be by duplicate copies, one (1) of which shall be filed in the office of the commissioner and the other immediately forwarded by the commissioner by registered mail to the principal office of the offeror against which the notice, process or pleadings are directed. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2107, 48-5-107, 48-35-107.
(a) Upon any application for registration of a takeover offer, there shall be filed with the application the irrevocable written consent of the offeror that in suits, proceedings and actions growing out of this part, the service on the commissioner of any notice, process or pleading therein authorized by the laws of this state shall be as valid and binding as if due service had been made on the offeror.
(b) The form of such consent shall be prescribed by the commissioner.
(c) Service of any notice, process or pleadings in any suits, proceedings and actions growing out of the violation of this part against an offeror who has filed a consent to service with the commissioner shall, if made on the commissioner, be by duplicate copies, one (1) of which shall be filed in the office of the commissioner and the other immediately forwarded by the commissioner by registered mail to the principal office of the offeror against which the notice, process or pleadings are directed.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2107, 48-5-107, 48-35-107.
Tenn. Code Ann. § 48-58-504 — TN Code / Title 48 / Chapter 58 / Section 48-58-504
Advance for expenses
Status: in_force

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a document of the director's good faith belief that the director has met the standard of conduct described in § 48-58-502 or is immune from suit under § 48-58-601 ; (2) The director furnishes the corporation a document, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part. (b) The undertaking required by subdivision (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (c) Determinations and authorizations of payments under this section shall be made in the manner specified in § 48-58-506 . Amended by 2014 Tenn. Acts, ch. 899,s 48, eff. 1/1/2015. Acts 1987, ch. 242, § 8.53.
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a document of the director's good faith belief that the director has met the standard of conduct described in § 48-58-502 or is immune from suit under § 48-58-601 ; (2) The director furnishes the corporation a document, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(1) The director furnishes the corporation a document of the director's good faith belief that the director has met the standard of conduct described in § 48-58-502 or is immune from suit under § 48-58-601 ;
(2) The director furnishes the corporation a document, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(b) The undertaking required by subdivision (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in § 48-58-506 .
Amended by 2014 Tenn. Acts, ch. 899,s 48, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.53.
Tenn. Code Ann. § 48-61-124 — TN Code / Title 48 / Chapter 61 / Section 48-61-124
Bequests, devises and gifts
Status: in_force

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a corporation that is a party to a transaction under this chapter and which takes effect or remains payable after the transaction, inures to the surviving entity with a charitable purpose unless the will or other instrument otherwise specifically provides. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a corporation that is a party to a transaction under this chapter and which takes effect or remains payable after the transaction, inures to the surviving entity with a charitable purpose unless the will or other instrument otherwise specifically provides.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-101-608 — TN Code / Title 48 / Chapter 101 / Section 48-101-608
Professional services limited by charter
Status: in_force

(a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its charter. (b) Subsection (a) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities or any other type of investment. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-608.
(a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its charter.
(b) Subsection (a) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities or any other type of investment.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-608.
Tenn. Code Ann. § 48-12-101 — TN Code / Title 48 / Chapter 12 / Section 48-12-101
Incorporators
Status: in_force

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as agent, the incorporator's legal representative may act. Acts 1986, ch. 887, § 2.01.
One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as agent, the incorporator's legal representative may act.
Acts 1986, ch. 887, § 2.01.
Tenn. Code Ann. § 48-239-109 — TN Code / Title 48 / Chapter 239 / Section 48-239-109
Removal of governors
Status: in_force

(a) The members may remove one (1) or more governors with or without cause at any time unless the articles or operating agreement provide that governors may only be removed for cause. (b) If a governor is elected by a voting group of members, only the members of that voting group may participate in the vote to remove the governor without cause. (c) Cumulative voting and removal. If cumulative voting is authorized, a governor may not be removed if the number of votes sufficient to elect the governor under cumulative voting is voted against the governor's removal. If cumulative voting is not authorized, a governor may be removed only if the number of votes cast to remove the governor exceeds the number of votes cast not to remove the governor. (d) If the articles or operating agreement so provide, any or all of the governors may be removed for cause by a vote of a majority of the entire board of governors. (e) Meeting for removal. A governor may be removed by the members or governors only at a meeting called for the purpose of removing the governor and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of one (1) or more governors. (f) Removal of governor by judicial proceeding. (1) A court of record having equity jurisdiction in the county where an LLC's principal executive office (or, if none in this state, its registered office) is located may remove a governor of the LLC from office in a proceeding commenced either by the LLC or by such number of its members as represent at least ten percent (10%) of the outstanding voting power of the members of the LLC if the court finds that: (A) The governor engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the LLC; and (B) Removal is in the best interest of the LLC. (2) The court that removes a governor may bar the governor from reelection for a period prescribed by the court. (3) If removal is by a court, the secretary or the court on its own motion may call a meeting of the members to elect one (1) or more new governors. Acts 1994, ch. 868, § 1.
(a) The members may remove one (1) or more governors with or without cause at any time unless the articles or operating agreement provide that governors may only be removed for cause.
(b) If a governor is elected by a voting group of members, only the members of that voting group may participate in the vote to remove the governor without cause.
(c) Cumulative voting and removal. If cumulative voting is authorized, a governor may not be removed if the number of votes sufficient to elect the governor under cumulative voting is voted against the governor's removal. If cumulative voting is not authorized, a governor may be removed only if the number of votes cast to remove the governor exceeds the number of votes cast not to remove the governor.
(d) If the articles or operating agreement so provide, any or all of the governors may be removed for cause by a vote of a majority of the entire board of governors.
(e) Meeting for removal. A governor may be removed by the members or governors only at a meeting called for the purpose of removing the governor and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of one (1) or more governors.
(f) Removal of governor by judicial proceeding. (1) A court of record having equity jurisdiction in the county where an LLC's principal executive office (or, if none in this state, its registered office) is located may remove a governor of the LLC from office in a proceeding commenced either by the LLC or by such number of its members as represent at least ten percent (10%) of the outstanding voting power of the members of the LLC if the court finds that: (A) The governor engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the LLC; and (B) Removal is in the best interest of the LLC. (2) The court that removes a governor may bar the governor from reelection for a period prescribed by the court. (3) If removal is by a court, the secretary or the court on its own motion may call a meeting of the members to elect one (1) or more new governors.
(1) A court of record having equity jurisdiction in the county where an LLC's principal executive office (or, if none in this state, its registered office) is located may remove a governor of the LLC from office in a proceeding commenced either by the LLC or by such number of its members as represent at least ten percent (10%) of the outstanding voting power of the members of the LLC if the court finds that: (A) The governor engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the LLC; and (B) Removal is in the best interest of the LLC.
(A) The governor engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the LLC; and
(B) Removal is in the best interest of the LLC.
(2) The court that removes a governor may bar the governor from reelection for a period prescribed by the court.
(3) If removal is by a court, the secretary or the court on its own motion may call a meeting of the members to elect one (1) or more new governors.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-517 — TN Code / Title 48 / Chapter 101 / Section 48-101-517
Use of funds
Status: in_force

The secretary of state shall use funds collected under this part to defray the cost of operating the division of the department of state administering this part. Amended by 2021 Tenn. Acts, ch. 295, s 12, eff. 7/1/2021. Acts 1976, ch. 735, § 20; T.C.A., §§ 48-2218, 48-3-517; Acts 2007 , ch. 523, § 34.
The secretary of state shall use funds collected under this part to defray the cost of operating the division of the department of state administering this part.
Amended by 2021 Tenn. Acts, ch. 295, s 12, eff. 7/1/2021.
Acts 1976, ch. 735, § 20; T.C.A., §§ 48-2218, 48-3-517; Acts 2007 , ch. 523, § 34.
Tenn. Code Ann. § 48-247-109 — TN Code / Title 48 / Chapter 247 / Section 48-247-109
Effective time and date of document
Status: in_force

(a) Effective Date. Except as provided in subsection (b), §§ 48-203-102 and 48-247-104(c) , a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; and (2) At the time specified in the document as its effective time on the date it is filed. (b) Delayed Effective Date. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the office of the secretary of state. (c) Requirement of Registered Agent. The office of the secretary of state shall not file any articles or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with § 48-208-101 . The office of the secretary of state shall not file any other document presented by the LLC for filing under chapters 201-248 of this title if at the time of filing the domestic or foreign LLC does not have a registered agent and registered office designated at such time, unless at the time such document is received for filing the office of the secretary of state also receives for filing a statement designating such registered agent or registered office or both. Acts 1994, ch. 868, § 1.
(a) Effective Date. Except as provided in subsection (b), §§ 48-203-102 and 48-247-104(c) , a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; and (2) At the time specified in the document as its effective time on the date it is filed.
(1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; and
(2) At the time specified in the document as its effective time on the date it is filed.
(b) Delayed Effective Date. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the office of the secretary of state.
(c) Requirement of Registered Agent. The office of the secretary of state shall not file any articles or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with § 48-208-101 . The office of the secretary of state shall not file any other document presented by the LLC for filing under chapters 201-248 of this title if at the time of filing the domestic or foreign LLC does not have a registered agent and registered office designated at such time, unless at the time such document is received for filing the office of the secretary of state also receives for filing a statement designating such registered agent or registered office or both.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-802 — TN Code / Title 48 / Chapter 101 / Section 48-101-802
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "LLC" means a limited liability company, whether foreign or domestic, that is formed under, that is subject to, or that has elected to be governed by, as applicable, the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, except where expressly indicated otherwise; (2) "Nonprofit corporation," means a nonprofit corporation, whether foreign or domestic, incorporated pursuant to or subject to chapters 51-68 of this title and exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004 ; (3) "Nonprofit LLC" means an LLC that has complied with the requirements of this part; (4) "Parent nonprofit corporation" means a nonprofit corporation that is the sole member of a nonprofit corporation; and (5) "Subsidiary nonprofit corporation" means a nonprofit corporation, the sole member of which is also a nonprofit corporation. Acts 2006, ch. 620, § 3.
As used in this part, unless the context otherwise requires:
(1) "LLC" means a limited liability company, whether foreign or domestic, that is formed under, that is subject to, or that has elected to be governed by, as applicable, the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, except where expressly indicated otherwise;
(2) "Nonprofit corporation," means a nonprofit corporation, whether foreign or domestic, incorporated pursuant to or subject to chapters 51-68 of this title and exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004 ;
(3) "Nonprofit LLC" means an LLC that has complied with the requirements of this part;
(4) "Parent nonprofit corporation" means a nonprofit corporation that is the sole member of a nonprofit corporation; and
(5) "Subsidiary nonprofit corporation" means a nonprofit corporation, the sole member of which is also a nonprofit corporation.
Acts 2006, ch. 620, § 3.
Tenn. Code Ann. § 48-61-105 — TN Code / Title 48 / Chapter 61 / Section 48-61-105
Merger between parent and subsidiary corporations - Plan of merger - Approval
Status: in_force

(a) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic parent corporation owning at least ninety percent (90%) of the voting memberships or eligible interests of each class and series of a domestic or foreign subsidiary corporation or eligible interests of another controlled eligible entity may either: (1) Merge the subsidiary corporation or other entity into the parent corporation; (2) Merge the parent corporation into the subsidiary corporation or other eligible entity; or (3) Merge two (2) or more subsidiary or controlled corporations or other controlled eligible entities with and into each other. (b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting memberships of the subsidiary or controlled corporation or eligible interests of the other controlled eligible entity and the name of the subsidiary corporation or corporations or other controlled eligible entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger; (2) The terms and conditions of the merger; (3) The manner and basis of converting the memberships of each corporation or eligible interests of the controlled other entity into memberships, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and (4) Such other provisions with respect to the proposed merger as the board considers necessary or desirable. (c) No vote of the members of a subsidiary corporation or approval of interest holders of a subsidiary or controlled other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its members shall be required. If the subsidiary corporation or other controlled eligible entity will be the survivor, the approval of the members of the parent corporation shall be obtained in the manner provided in § 48-61-104 . (d) If under subsection (c) approval of a merger by the subsidiary's or eligible entity's members or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's or eligible entity's members or interest holders that the merger has become effective. (e) Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally. Amended by 2014 Tenn. Acts, ch. 899,s 69, eff. 1/1/2015. Acts 1987, ch. 242, § 11.05.
(a) Subject to the limitations on public benefit corporations in § 48-61-122 , a domestic parent corporation owning at least ninety percent (90%) of the voting memberships or eligible interests of each class and series of a domestic or foreign subsidiary corporation or eligible interests of another controlled eligible entity may either: (1) Merge the subsidiary corporation or other entity into the parent corporation; (2) Merge the parent corporation into the subsidiary corporation or other eligible entity; or (3) Merge two (2) or more subsidiary or controlled corporations or other controlled eligible entities with and into each other.
(1) Merge the subsidiary corporation or other entity into the parent corporation;
(2) Merge the parent corporation into the subsidiary corporation or other eligible entity; or
(3) Merge two (2) or more subsidiary or controlled corporations or other controlled eligible entities with and into each other.
(b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting memberships of the subsidiary or controlled corporation or eligible interests of the other controlled eligible entity and the name of the subsidiary corporation or corporations or other controlled eligible entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger; (2) The terms and conditions of the merger; (3) The manner and basis of converting the memberships of each corporation or eligible interests of the controlled other entity into memberships, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and (4) Such other provisions with respect to the proposed merger as the board considers necessary or desirable.
(1) The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting memberships of the subsidiary or controlled corporation or eligible interests of the other controlled eligible entity and the name of the subsidiary corporation or corporations or other controlled eligible entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger;
(2) The terms and conditions of the merger;
(3) The manner and basis of converting the memberships of each corporation or eligible interests of the controlled other entity into memberships, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and
(4) Such other provisions with respect to the proposed merger as the board considers necessary or desirable.
(c) No vote of the members of a subsidiary corporation or approval of interest holders of a subsidiary or controlled other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its members shall be required. If the subsidiary corporation or other controlled eligible entity will be the survivor, the approval of the members of the parent corporation shall be obtained in the manner provided in § 48-61-104 .
(d) If under subsection (c) approval of a merger by the subsidiary's or eligible entity's members or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's or eligible entity's members or interest holders that the merger has become effective.
(e) Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally.
Amended by 2014 Tenn. Acts, ch. 899,s 69, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.05.
Tenn. Code Ann. § 48-247-104 — TN Code / Title 48 / Chapter 247 / Section 48-247-104
Correcting filed document
Status: in_force

(a) A domestic or foreign LLC may correct a document filed with the office of the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, certified, or acknowledged. (b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles of correction to the office of the secretary of state for filing. (c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 88.
(a) A domestic or foreign LLC may correct a document filed with the office of the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, certified, or acknowledged.
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, certified, or acknowledged.
(b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles of correction to the office of the secretary of state for filing.
(1) By preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and
(A) Describe the document (including its filing date) or attach a copy of it to the articles;
(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution; and
(2) By delivering the articles of correction to the office of the secretary of state for filing.
(c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 88.
Tenn. Code Ann. § 48-25-110 — TN Code / Title 48 / Chapter 25 / Section 48-25-110
Service on foreign corporation
Status: in_force

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) Service on a foreign corporation when the secretary of state is its agent for service of process may be obtained pursuant to § 48-15-105 . (c) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. Acts 1986, ch. 887, § 15.10; 1989, ch. 451, § 27.
(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b) Service on a foreign corporation when the secretary of state is its agent for service of process may be obtained pursuant to § 48-15-105 .
(c) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
Acts 1986, ch. 887, § 15.10; 1989, ch. 451, § 27.
Tenn. Code Ann. § 48-250-110 — TN Code / Title 48 / Chapter 250 / Section 48-250-110
Membership interests for member-managed decentralized organizations - Voting
Status: in_force

For purposes of §§ 48-250-112 and 48-250-113 , and unless otherwise provided for in the articles of organization, smart contract, or operating agreement: (1) Membership interests in a member-managed decentralized organization are calculated by dividing a member's contribution of digital assets to the organization divided by the total amount of digital assets contributed to the organization at the time of a vote; (2) If members do not contribute digital assets to an organization as a prerequisite to becoming a member, each member possesses one (1) membership interest and is entitled to one (1) vote; and (3) A quorum requires no less than a majority of membership interests entitled to vote. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
For purposes of §§ 48-250-112 and 48-250-113 , and unless otherwise provided for in the articles of organization, smart contract, or operating agreement:
(1) Membership interests in a member-managed decentralized organization are calculated by dividing a member's contribution of digital assets to the organization divided by the total amount of digital assets contributed to the organization at the time of a vote;
(2) If members do not contribute digital assets to an organization as a prerequisite to becoming a member, each member possesses one (1) membership interest and is entitled to one (1) vote; and
(3) A quorum requires no less than a majority of membership interests entitled to vote.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-244-102 — TN Code / Title 48 / Chapter 244 / Section 48-244-102
Approval of merger
Status: in_force

(a) LLC Organized Under the Law of the State of Tennessee. In the case of an LLC organized under the law of this state, unless the articles or operating agreement provide otherwise, the plan must be approved by: (1) A majority of the board of governors, if the LLC is board-managed; and (2) Whether or not the LLC is member-managed or board-managed, by the members holding a greater than sixty-six and two-thirds percent (66 2/3%) voting interest of all members entitled to vote and of each class or group entitled to vote. In no event may the articles or operating agreement provide for approval by less than fifty percent (50%) in voting interest in the aggregate. (b) Other Entities in General. As to entities other than domestic LLCs which are parties to the merger, the plan of merger must be approved by a vote of a majority in voting interest of all owners entitled to vote, except as otherwise specifically provided by the law of this state or of the foreign jurisdiction in which the entity is organized or by the articles, bylaws, partnership agreement or similar equivalent of such entity. In no case may the articles, bylaws, partnership agreement or similar equivalent require less than a fifty percent (50%) in voting interest vote unless the applicable law of the state or foreign jurisdiction specifically provides otherwise. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 68.
(a) LLC Organized Under the Law of the State of Tennessee. In the case of an LLC organized under the law of this state, unless the articles or operating agreement provide otherwise, the plan must be approved by: (1) A majority of the board of governors, if the LLC is board-managed; and (2) Whether or not the LLC is member-managed or board-managed, by the members holding a greater than sixty-six and two-thirds percent (66 2/3%) voting interest of all members entitled to vote and of each class or group entitled to vote. In no event may the articles or operating agreement provide for approval by less than fifty percent (50%) in voting interest in the aggregate.
(1) A majority of the board of governors, if the LLC is board-managed; and
(2) Whether or not the LLC is member-managed or board-managed, by the members holding a greater than sixty-six and two-thirds percent (66 2/3%) voting interest of all members entitled to vote and of each class or group entitled to vote. In no event may the articles or operating agreement provide for approval by less than fifty percent (50%) in voting interest in the aggregate.
(b) Other Entities in General. As to entities other than domestic LLCs which are parties to the merger, the plan of merger must be approved by a vote of a majority in voting interest of all owners entitled to vote, except as otherwise specifically provided by the law of this state or of the foreign jurisdiction in which the entity is organized or by the articles, bylaws, partnership agreement or similar equivalent of such entity. In no case may the articles, bylaws, partnership agreement or similar equivalent require less than a fifty percent (50%) in voting interest vote unless the applicable law of the state or foreign jurisdiction specifically provides otherwise.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 68.
Tenn. Code Ann. § 48-56-201 — TN Code / Title 48 / Chapter 56 / Section 48-56-201
Differences in rights and obligations of members
Status: in_force

All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the charter or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the charter or bylaws. Acts 1987, ch. 242, § 6.20.
All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the charter or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the charter or bylaws.
Acts 1987, ch. 242, § 6.20.
Tenn. Code Ann. § 48-236-103 — TN Code / Title 48 / Chapter 236 / Section 48-236-103
Distribution in kind
Status: in_force

Except as provided in the articles or an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from an LLC in any form other than cash. Except as provided in the articles or an operating agreement, a member may not be compelled to accept a distribution of any asset in kind from an LLC to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in distributions from the LLC. Acts 1994, ch. 868, § 1.
Except as provided in the articles or an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from an LLC in any form other than cash. Except as provided in the articles or an operating agreement, a member may not be compelled to accept a distribution of any asset in kind from an LLC to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in distributions from the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-20-104 — TN Code / Title 48 / Chapter 20 / Section 48-20-104
Voting on amendments by voting groups
Status: in_force

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by chapters 11-27 of this title) on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; (2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) Change the shares of all or part of the class into a different number of shares of the same class; (6) Create a new class or change a class with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class, or increase the rights, preferences or number of authorized shares of any class having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (7) Limit or deny an existing preemptive right of all or part of the shares of the class; (8) Authorize the issuance as a share dividend of shares of such class in respect of shares of another class; or (9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class. (b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment. (c) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment. (d) A class or series of shares is entitled to the voting rights granted by this section although the charter provides that the shares are nonvoting shares. Acts 1986, ch. 887, § 10.04; 1989, ch. 451, § 14.
(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by chapters 11-27 of this title) on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; (2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) Change the shares of all or part of the class into a different number of shares of the same class; (6) Create a new class or change a class with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class, or increase the rights, preferences or number of authorized shares of any class having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (7) Limit or deny an existing preemptive right of all or part of the shares of the class; (8) Authorize the issuance as a share dividend of shares of such class in respect of shares of another class; or (9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(1) Increase or decrease the aggregate number of authorized shares of the class;
(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5) Change the shares of all or part of the class into a different number of shares of the same class;
(6) Create a new class or change a class with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class, or increase the rights, preferences or number of authorized shares of any class having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(7) Limit or deny an existing preemptive right of all or part of the shares of the class;
(8) Authorize the issuance as a share dividend of shares of such class in respect of shares of another class; or
(9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted by this section although the charter provides that the shares are nonvoting shares.
Acts 1986, ch. 887, § 10.04; 1989, ch. 451, § 14.
Tenn. Code Ann. § 48-101-102 — TN Code / Title 48 / Chapter 101 / Section 48-101-102
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Board of directors" means the board of directors of a corporation created under this part; (2) "Corporation" means a development credit corporation created under this part; (3) "Financial institution" means any banking corporation or institution, trust company, savings bank, cooperative bank, savings and loan association, insurance company, or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds; (4) "Loan limit" means, for any member, the maximum amount permitted to be outstanding at one (1) time on loans made by such member to the corporation, as determined under this part; and (5) "Member" means any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this part, upon its call, and in accordance with this part. Acts 1959, ch. 170, § 2; T.C.A., §§ 48-1702, 48-3-102.
As used in this part, unless the context otherwise requires:
(1) "Board of directors" means the board of directors of a corporation created under this part;
(2) "Corporation" means a development credit corporation created under this part;
(3) "Financial institution" means any banking corporation or institution, trust company, savings bank, cooperative bank, savings and loan association, insurance company, or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds;
(4) "Loan limit" means, for any member, the maximum amount permitted to be outstanding at one (1) time on loans made by such member to the corporation, as determined under this part; and
(5) "Member" means any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this part, upon its call, and in accordance with this part.
Acts 1959, ch. 170, § 2; T.C.A., §§ 48-1702, 48-3-102.
Tenn. Code Ann. § 48-24-108 — TN Code / Title 48 / Chapter 24 / Section 48-24-108
Articles of termination of corporate existence
Status: in_force

(a) When a corporation has distributed all its assets to its creditors and shareholders and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth: (1) The name of the corporation; (2) That all the assets of the corporation have been distributed to its creditors and shareholders; and (3) That the dissolution of the corporation has not been revoked. (b) If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of termination of corporate existence. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1986, ch. 887, § 14.08; 1987, ch. 273, § 38; 2010, ch. 741, § 4.
(a) When a corporation has distributed all its assets to its creditors and shareholders and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth: (1) The name of the corporation; (2) That all the assets of the corporation have been distributed to its creditors and shareholders; and (3) That the dissolution of the corporation has not been revoked.
(1) The name of the corporation;
(2) That all the assets of the corporation have been distributed to its creditors and shareholders; and
(3) That the dissolution of the corporation has not been revoked.
(b) If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of termination of corporate existence. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1986, ch. 887, § 14.08; 1987, ch. 273, § 38; 2010, ch. 741, § 4.
Tenn. Code Ann. § 48-16-209 — TN Code / Title 48 / Chapter 16 / Section 48-16-209
Expense of issue
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. Acts 1986, ch. 887, § 6.28.
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Acts 1986, ch. 887, § 6.28.
Tenn. Code Ann. § 48-65-104 — TN Code / Title 48 / Chapter 65 / Section 48-65-104
Amended certificate of authority
Status: in_force

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation. (b) The requirements of § 48-65-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. Acts 1987, ch. 242, § 15.04; 1989, ch. 445, § 17; 1991, ch. 188, § 5.
(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation.
(1) Its corporate name;
(2) The period of its duration; or
(3) The state or country of its incorporation.
(b) The requirements of § 48-65-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Acts 1987, ch. 242, § 15.04; 1989, ch. 445, § 17; 1991, ch. 188, § 5.
Tenn. Code Ann. § 48-25-104 — TN Code / Title 48 / Chapter 25 / Section 48-25-104
Amended certificate of authority
Status: in_force

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation. (b) The requirements of § 48-25-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. Acts 1986, ch. 887, § 15.04; 1989, ch. 451, § 25; 1991, ch. 188, § 5.
(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation.
(1) Its corporate name;
(2) The period of its duration; or
(3) The state or country of its incorporation.
(b) The requirements of § 48-25-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Acts 1986, ch. 887, § 15.04; 1989, ch. 451, § 25; 1991, ch. 188, § 5.
Tenn. Code Ann. § 48-64-110 — TN Code / Title 48 / Chapter 64 / Section 48-64-110
Directors to cause dissolved corporation to discharge or make reasonable provision for payment of claims and distributions of assets thereafter - Liability for breach
Status: in_force

(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims. (b) Directors of a dissolved corporation that has disposed of claims under § 48-64-107 or § 48-64-108 shall not be liable for breach of § 48-64-110(a) with respect to claims against the dissolved corporation that are barred or satisfied under § 48-64-107 or § 48-64-108 . Added by 2014 Tenn. Acts, ch. 899, s 78, eff. 1/1/2015.
(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims.
(b) Directors of a dissolved corporation that has disposed of claims under § 48-64-107 or § 48-64-108 shall not be liable for breach of § 48-64-110(a) with respect to claims against the dissolved corporation that are barred or satisfied under § 48-64-107 or § 48-64-108 .
Added by 2014 Tenn. Acts, ch. 899, s 78, eff. 1/1/2015.
Tenn. Code Ann. § 48-57-101 — TN Code / Title 48 / Chapter 57 / Section 48-57-101
Annual meeting
Status: in_force

(a) At a time stated in or fixed in accordance with the bylaws, a corporation with members shall hold annually a meeting of its members. (b) Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. (c) At the annual meeting: (1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and (2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of § 48-57-105 . (d) The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. Acts 1987, ch. 242, § 7.01.
(a) At a time stated in or fixed in accordance with the bylaws, a corporation with members shall hold annually a meeting of its members.
(b) Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c) At the annual meeting: (1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and (2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of § 48-57-105 .
(1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of § 48-57-105 .
(d) The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Acts 1987, ch. 242, § 7.01.
Tenn. Code Ann. § 48-248-606 — TN Code / Title 48 / Chapter 248 / Section 48-248-606
Reservation of power to amend or repeal
Status: in_force

The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign professional limited liability companies subject to this chapter are governed by the amendment or repeal. Acts 1994, ch. 868, § 1.
The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign professional limited liability companies subject to this chapter are governed by the amendment or repeal.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-231-203 — TN Code / Title 48 / Chapter 231 / Section 48-231-203
Notice of intent to demand payment
Status: in_force

(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, a member who wishes to assert dissenters' rights: (1) Must deliver to the LLC, before the vote is taken, written notice of such member's intent to demand payment for such member's membership interest if the proposed action is effectuated; and (2) Must not vote such member's membership interest in favor of the proposed action. No such written notice of intent to demand payment is required of any member to whom the LLC failed to provide the notice required by § 48-231-202 . (b) A member who does not satisfy the requirements of subsection (a) is not entitled to payment for such member's membership interest under this chapter. Acts 1994, ch. 868, § 1.
(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, a member who wishes to assert dissenters' rights: (1) Must deliver to the LLC, before the vote is taken, written notice of such member's intent to demand payment for such member's membership interest if the proposed action is effectuated; and (2) Must not vote such member's membership interest in favor of the proposed action. No such written notice of intent to demand payment is required of any member to whom the LLC failed to provide the notice required by § 48-231-202 .
(1) Must deliver to the LLC, before the vote is taken, written notice of such member's intent to demand payment for such member's membership interest if the proposed action is effectuated; and
(2) Must not vote such member's membership interest in favor of the proposed action. No such written notice of intent to demand payment is required of any member to whom the LLC failed to provide the notice required by § 48-231-202 .
(b) A member who does not satisfy the requirements of subsection (a) is not entitled to payment for such member's membership interest under this chapter.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-245-701 — TN Code / Title 48 / Chapter 245 / Section 48-245-701
Effective date 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. Acts 1994, ch. 868, § 1.
When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-69-117 — TN Code / Title 48 / Chapter 69 / Section 48-69-117
No exemption from ad valorem property taxes
Status: in_force

Nothing in this chapter shall be construed to exempt cooperatives and foreign corporations transacting business in this state pursuant to this chapter from ad valorem property taxes. Assessment schedules for such property that is devoted to and used or useful in pursuance of the purposes of the G&T cooperative shall be filed with the comptroller of the treasury, and the payment of such taxes shall be in lieu of all other taxes of every kind or nature, unless it is otherwise specifically provided by law that such other tax or taxes shall be applicable to cooperatives formed or foreign corporations transacting business pursuant to this chapter. Acts 2009, ch. 475, § 1.
Nothing in this chapter shall be construed to exempt cooperatives and foreign corporations transacting business in this state pursuant to this chapter from ad valorem property taxes. Assessment schedules for such property that is devoted to and used or useful in pursuance of the purposes of the G&T cooperative shall be filed with the comptroller of the treasury, and the payment of such taxes shall be in lieu of all other taxes of every kind or nature, unless it is otherwise specifically provided by law that such other tax or taxes shall be applicable to cooperatives formed or foreign corporations transacting business pursuant to this chapter.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-11-104 — TN Code / Title 48 / Chapter 11 / Section 48-11-104
Applicability
Status: in_force

Chapters 11-27 of this title shall apply to every corporation for profit now existing or hereafter formed, and to the outstanding and future securities thereof; provided, that, if there are other specific statutory provisions which 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 corporations, then to the extent such provisions are inconsistent with or different from chapters 11-27 of this title, such provisions shall prevail. Acts 1987, ch. 273, § 2.
Chapters 11-27 of this title shall apply to every corporation for profit now existing or hereafter formed, and to the outstanding and future securities thereof; provided, that, if there are other specific statutory provisions which 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 corporations, then to the extent such provisions are inconsistent with or different from chapters 11-27 of this title, such provisions shall prevail.
Acts 1987, ch. 273, § 2.
Tenn. Code Ann. § 48-58-109 — TN Code / Title 48 / Chapter 58 / Section 48-58-109
Removal of designated or appointed directors
Status: in_force

(a) A designated director may be removed by an amendment to the charter or bylaws deleting or changing the designation. (b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. A removal is effective when the notice is effective unless the notice specifies a future effective date. Acts 1987, ch. 242, § 8.09; 2004, ch. 505, § 1.
(a) A designated director may be removed by an amendment to the charter or bylaws deleting or changing the designation.
(b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. A removal is effective when the notice is effective unless the notice specifies a future effective date.
Acts 1987, ch. 242, § 8.09; 2004, ch. 505, § 1.
Tenn. Code Ann. § 48-102-108 — TN Code / Title 48 / Chapter 102 / Section 48-102-108
Liquidation of subordinate lodges
Status: in_force

Whenever the authority establishing the subordinate lodge is withdrawn, and the separate existence of the subordinate lodge is destroyed, the property of the lodge shall be placed in the hands of a trustee appointed by the grand lodge from the members of the subordinate lodge or from the members of any other subordinate lodge in Tennessee, to pay its debts and liabilities. The residue of the real estate, if there is any, shall be applied by the trustee, as may be prescribed by the bylaws or resolutions of the grand lodge. Acts 1847-1848, ch. 60, § 3; Shan., § 2577a6; Code 1932, § 4421; Acts 1957, ch. 359, § 3; T.C.A. (orig. ed.), §§ 48-1508, 48-4-108.
Whenever the authority establishing the subordinate lodge is withdrawn, and the separate existence of the subordinate lodge is destroyed, the property of the lodge shall be placed in the hands of a trustee appointed by the grand lodge from the members of the subordinate lodge or from the members of any other subordinate lodge in Tennessee, to pay its debts and liabilities. The residue of the real estate, if there is any, shall be applied by the trustee, as may be prescribed by the bylaws or resolutions of the grand lodge.
Acts 1847-1848, ch. 60, § 3; Shan., § 2577a6; Code 1932, § 4421; Acts 1957, ch. 359, § 3; T.C.A. (orig. ed.), §§ 48-1508, 48-4-108.
Tenn. Code Ann. § 48-18-402 — TN Code / Title 48 / Chapter 18 / Section 48-18-402
Duties of officers
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. Acts 1986, ch. 887, § 8.41.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
Acts 1986, ch. 887, § 8.41.
Tenn. Code Ann. § 48-101-622 — TN Code / Title 48 / Chapter 101 / Section 48-101-622
Merger
Status: in_force

(a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation. (b) If the surviving corporation is to render professional services in this state, it must comply with this part. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-622.
(a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation.
(b) If the surviving corporation is to render professional services in this state, it must comply with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-622.
Tenn. Code Ann. § 48-250-111 — TN Code / Title 48 / Chapter 250 / Section 48-250-111
Right to information
Status: in_force

A member does not have a right under this chapter to separately inspect or copy records of a decentralized organization, and the organization does not have an obligation to furnish information concerning the organization's activities, financial condition, or other circumstances to the extent the information is available on publicly available distributed ledger technology. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
A member does not have a right under this chapter to separately inspect or copy records of a decentralized organization, and the organization does not have an obligation to furnish information concerning the organization's activities, financial condition, or other circumstances to the extent the information is available on publicly available distributed ledger technology.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-245-304 — TN Code / Title 48 / Chapter 245 / Section 48-245-304
Appeal from denial of reinstatement
Status: in_force

(a) If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC in accordance with §§ 48-208-104 and 48-208-105 with a written notice that explains the reason or reasons for denial. (b) The LLC may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The LLC appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the LLC's application for reinstatement, and the secretary of state's notice of denial. (c) The court may summarily order the secretary of state to reinstate the dissolved LLC or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. Acts 1994, ch. 868, § 1.
(a) If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC in accordance with §§ 48-208-104 and 48-208-105 with a written notice that explains the reason or reasons for denial.
(b) The LLC may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The LLC appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the LLC's application for reinstatement, and the secretary of state's notice of denial.
(c) The court may summarily order the secretary of state to reinstate the dissolved LLC or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-28-102 — TN Code / Title 48 / Chapter 28 / Section 48-28-102
Applicability - Governing law
Status: in_force

This chapter applies to all for-profit benefit corporations. If a corporation, organized under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, elects to become a for-profit benefit corporation under this chapter in the manner prescribed in this chapter, the corporation shall continue to be subject in all respects to the Tennessee Business Corporation Act, except to the extent that this chapter imposes additional or different requirements, in which case the requirements of this chapter shall apply. Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
This chapter applies to all for-profit benefit corporations. If a corporation, organized under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, elects to become a for-profit benefit corporation under this chapter in the manner prescribed in this chapter, the corporation shall continue to be subject in all respects to the Tennessee Business Corporation Act, except to the extent that this chapter imposes additional or different requirements, in which case the requirements of this chapter shall apply.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-27-102 — TN Code / Title 48 / Chapter 27 / Section 48-27-102
Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 11-27 of this title, but is not required to obtain a new certificate of authority to transact business under chapters 11-27 of this title. Acts 1986, ch. 887, § 17.02; 1987, ch. 273, § 49.
A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 11-27 of this title, but is not required to obtain a new certificate of authority to transact business under chapters 11-27 of this title.
Acts 1986, ch. 887, § 17.02; 1987, ch. 273, § 49.
Tenn. Code Ann. § 48-101-805 — TN Code / Title 48 / Chapter 101 / Section 48-101-805
Requirements of domestic and foreign LLCs
Status: in_force

A domestic or foreign nonprofit LLC under this part must: (1) Be disregarded as an entity for federal income tax purposes; and (2) Have as its sole member a nonprofit corporation, whether foreign or domestic, that is incorporated under or subject to chapters 51-68 of this title and that is exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004 . Acts 2006, ch. 620, § 6.
A domestic or foreign nonprofit LLC under this part must:
(1) Be disregarded as an entity for federal income tax purposes; and
(2) Have as its sole member a nonprofit corporation, whether foreign or domestic, that is incorporated under or subject to chapters 51-68 of this title and that is exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004 .
Acts 2006, ch. 620, § 6.
Tenn. Code Ann. § 48-101-118 — TN Code / Title 48 / Chapter 101 / Section 48-101-118
Supervision over corporation - Reports
Status: in_force

The corporation shall be subject to the supervision of and be examined by the commissioner of commerce and insurance and shall make such report of its condition and furnish such other information from time to time as the commissioner shall require. Acts 1959, ch. 170, § 13; impl. am. Acts 1971, ch. 137, § 2; T.C.A., §§ 48-1718, 48-3-118.
The corporation shall be subject to the supervision of and be examined by the commissioner of commerce and insurance and shall make such report of its condition and furnish such other information from time to time as the commissioner shall require.
Acts 1959, ch. 170, § 13; impl. am. Acts 1971, ch. 137, § 2; T.C.A., §§ 48-1718, 48-3-118.
Tenn. Code Ann. § 48-101-515 — TN Code / Title 48 / Chapter 101 / Section 48-101-515
Penalties
Status: in_force

Any person who willfully and knowingly violates any provisions of this part or who willfully and knowingly gives false or incorrect information to the secretary of state, in filing statements or reports required by this part, whether such report or statement is verified or not, commits a Class B misdemeanor for the first offense, punishable as provided in § 40-35-111 , and for the second and any subsequent offense commits a Class E felony. Acts 1976, ch. 735, § 16; T.C.A., § 48-2216; Acts 1989, ch. 591, §§ 43, 113; 1994, ch. 667, § 31; T.C.A., § 48-3-515.
Any person who willfully and knowingly violates any provisions of this part or who willfully and knowingly gives false or incorrect information to the secretary of state, in filing statements or reports required by this part, whether such report or statement is verified or not, commits a Class B misdemeanor for the first offense, punishable as provided in § 40-35-111 , and for the second and any subsequent offense commits a Class E felony.
Acts 1976, ch. 735, § 16; T.C.A., § 48-2216; Acts 1989, ch. 591, §§ 43, 113; 1994, ch. 667, § 31; T.C.A., § 48-3-515.
Tenn. Code Ann. § 48-245-306 — TN Code / Title 48 / Chapter 245 / Section 48-245-306
Reinstatement within certain amount of time - Amendment of articles of organization- Application for reinstatement
Status: in_force

A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by: (1) Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and (2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-245-303 . Added by 2016 Tenn. Acts, ch. 688, s 7, eff. 7/1/2016.
A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:
(1) Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and
(2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-245-303 .
Added by 2016 Tenn. Acts, ch. 688, s 7, eff. 7/1/2016.
Tenn. Code Ann. § 48-219-101 — TN Code / Title 48 / Chapter 219 / Section 48-219-101
Powers of estate of a deceased or incompetent member
Status: in_force

(a) General Rule. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or other legal representative, except as otherwise provided in the articles or operating agreement, may exercise all of the member's rights, except voting rights, for the purpose of settling the estate or administering the member's property. If a member is a corporation, trust, or other entity and is dissolved, terminated, or placed by a court in receivership or bankruptcy, the powers of that member, except as otherwise provided in the articles or operating agreement, may be exercised by its legal representative or successor, except the interest shall be a nonvoting interest. (b) When Membership Is Terminated. If an event referred to in subsection (a) causes the termination of a member's membership interest and the business of the LLC is continued, then: (1) As provided in § 48-216-101(c) , the terminated member's interest will be considered to be merely that of an assignee of the financial rights owned before the termination of membership; and (2) The rights to be exercised by the legal representative of the successor will be limited accordingly. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 29.
(a) General Rule. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or other legal representative, except as otherwise provided in the articles or operating agreement, may exercise all of the member's rights, except voting rights, for the purpose of settling the estate or administering the member's property. If a member is a corporation, trust, or other entity and is dissolved, terminated, or placed by a court in receivership or bankruptcy, the powers of that member, except as otherwise provided in the articles or operating agreement, may be exercised by its legal representative or successor, except the interest shall be a nonvoting interest.
(b) When Membership Is Terminated. If an event referred to in subsection (a) causes the termination of a member's membership interest and the business of the LLC is continued, then: (1) As provided in § 48-216-101(c) , the terminated member's interest will be considered to be merely that of an assignee of the financial rights owned before the termination of membership; and (2) The rights to be exercised by the legal representative of the successor will be limited accordingly.
(1) As provided in § 48-216-101(c) , the terminated member's interest will be considered to be merely that of an assignee of the financial rights owned before the termination of membership; and
(2) The rights to be exercised by the legal representative of the successor will be limited accordingly.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 29.
Tenn. Code Ann. § 48-101-632 — TN Code / Title 48 / Chapter 101 / Section 48-101-632
Offense - Penalty
Status: in_force

(a) A person commits an offense if such person signs a document such person knows is false in any material respect with intent that the document be delivered to the licensing authority for filing. (b) An offense under this section is a Class A misdemeanor. (c) The offense created by this section is in addition to any other offense created by law for the same conduct. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-632.
(a) A person commits an offense if such person signs a document such person knows is false in any material respect with intent that the document be delivered to the licensing authority for filing.
(b) An offense under this section is a Class A misdemeanor.
(c) The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-632.
Tenn. Code Ann. § 48-249-618 — TN Code / Title 48 / Chapter 249 / Section 48-249-618
Procedure for judicial dissolution and termination
Status: in_force

(a) Venue. Venue for a proceeding by the attorney general and reporter to dissolve, wind up and terminate an LLC lies in Davidson County. Venue for a proceeding brought by any other person lies in the county where the LLC's principal executive office is or was last located. (b) Members not necessary parties. It is not necessary to make members parties to a proceeding to dissolve, wind up and terminate the existence of an LLC, unless relief is sought against them individually. (c) Remedies. A court, in a proceeding brought to dissolve, wind up and terminate an LLC, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, as provided in § 48-249-619 , take other action required to preserve the LLC's assets, wherever located, and carry on the business of the LLC until a full hearing can be held. (d) Bond. In a proceeding for dissolution, winding up and termination of the existence of an LLC by a member, the petitioner shall execute and file a bond in the proceeding, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding. Acts 2005, ch. 286, § 1.
(a) Venue. Venue for a proceeding by the attorney general and reporter to dissolve, wind up and terminate an LLC lies in Davidson County. Venue for a proceeding brought by any other person lies in the county where the LLC's principal executive office is or was last located.
(b) Members not necessary parties. It is not necessary to make members parties to a proceeding to dissolve, wind up and terminate the existence of an LLC, unless relief is sought against them individually.
(c) Remedies. A court, in a proceeding brought to dissolve, wind up and terminate an LLC, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, as provided in § 48-249-619 , take other action required to preserve the LLC's assets, wherever located, and carry on the business of the LLC until a full hearing can be held.
(d) Bond. In a proceeding for dissolution, winding up and termination of the existence of an LLC by a member, the petitioner shall execute and file a bond in the proceeding, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-250-112 — TN Code / Title 48 / Chapter 250 / Section 48-250-112
Disassociation of members
Status: in_force

(a) A member may only disassociate from a decentralized organization in accordance with the terms set forth in the articles of organization, the smart contracts, or, if applicable, the operating agreement. (b) A member of a decentralized organization is not able to have the organization dissolved for a failure to return the member's contribution to capital. (c) Unless the organization's articles of organization, smart contracts, or operating agreement provide otherwise, a disassociated member forfeits all membership interests in the decentralized organization, including governance or economic rights. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
(a) A member may only disassociate from a decentralized organization in accordance with the terms set forth in the articles of organization, the smart contracts, or, if applicable, the operating agreement.
(b) A member of a decentralized organization is not able to have the organization dissolved for a failure to return the member's contribution to capital.
(c) Unless the organization's articles of organization, smart contracts, or operating agreement provide otherwise, a disassociated member forfeits all membership interests in the decentralized organization, including governance or economic rights.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-230-105 — TN Code / Title 48 / Chapter 230 / Section 48-230-105
Equitable remedies
Status: in_force

If an LLC or a manager or governor of the LLC violates a provision of chapters 201-248 of this title, a court in this state may, in an action brought by a member of the LLC, grant any equitable relief it considers just and reasonable in the circumstances and award expenses, including counsel fees and disbursements, to the member. Acts 1994, ch. 868, § 1.
If an LLC or a manager or governor of the LLC violates a provision of chapters 201-248 of this title, a court in this state may, in an action brought by a member of the LLC, grant any equitable relief it considers just and reasonable in the circumstances and award expenses, including counsel fees and disbursements, to the member.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-244-104 — TN Code / Title 48 / Chapter 244 / Section 48-244-104
Filing and effect of certificate of merger
Status: in_force

(a) Effective Date of Merger. Unless a future effective date or time complying with § 48-247-109(b) is provided in the certificate of merger, in which event the merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of the plan of merger. (b) LLC Effect. The articles of merger as filed with the office of the secretary of state shall act as notice of dissolution and articles of termination for a domestic LLC which is not the surviving or resulting entity in the merger. (c) General Effect of Merger. When any merger shall have become effective under this part: (1) Every entity which is a party to the merger other than the surviving entity ceases to exist; (2) All property, real, personal, tangible and intangible, owned by each of the merged entities vests in the surviving or resulting entity; (3) All obligations and duties of every entity that is a party to the merger become the obligations and duties of the surviving or resulting entity and all liens upon any property of any of the merged business entities shall be preserved unimpaired and may be enforced against the surviving or resulting entity to the same extent as if the debts, liabilities and duties had been incurred or contracted by the surviving or resulting entity; (4) An action or proceeding pending against an entity which is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; (5) Unless otherwise provided in the certificate of merger or as may be required by applicable law, a domestic entity which is not the surviving or resulting entity in the merger shall not be required to wind up its affairs or pay its liabilities and distribute its assets; and (6) If obligations incurred before the merger by a party to the merger are not able to be satisfied out of the property of the surviving entity, all partners, members or shareholders of such party immediately before the effective date of the merger shall be obligated to contribute to the surviving entity to the extent and in the manner such persons would have been obligated to contribute to such party in the event such obligations of such party could not have been satisfied out of the property of such party. (d) Personal Liabilities of a Member. A member of the surviving LLC is liable for: (1) All obligations of a party to the merger for which the member was personally liable before the merger; and (2) All obligations of the surviving entity incurred after the merger takes effect, to the extent imposed under applicable law or by contract executed by such member. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 69-73.
(a) Effective Date of Merger. Unless a future effective date or time complying with § 48-247-109(b) is provided in the certificate of merger, in which event the merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of the plan of merger.
(b) LLC Effect. The articles of merger as filed with the office of the secretary of state shall act as notice of dissolution and articles of termination for a domestic LLC which is not the surviving or resulting entity in the merger.
(c) General Effect of Merger. When any merger shall have become effective under this part: (1) Every entity which is a party to the merger other than the surviving entity ceases to exist; (2) All property, real, personal, tangible and intangible, owned by each of the merged entities vests in the surviving or resulting entity; (3) All obligations and duties of every entity that is a party to the merger become the obligations and duties of the surviving or resulting entity and all liens upon any property of any of the merged business entities shall be preserved unimpaired and may be enforced against the surviving or resulting entity to the same extent as if the debts, liabilities and duties had been incurred or contracted by the surviving or resulting entity; (4) An action or proceeding pending against an entity which is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; (5) Unless otherwise provided in the certificate of merger or as may be required by applicable law, a domestic entity which is not the surviving or resulting entity in the merger shall not be required to wind up its affairs or pay its liabilities and distribute its assets; and (6) If obligations incurred before the merger by a party to the merger are not able to be satisfied out of the property of the surviving entity, all partners, members or shareholders of such party immediately before the effective date of the merger shall be obligated to contribute to the surviving entity to the extent and in the manner such persons would have been obligated to contribute to such party in the event such obligations of such party could not have been satisfied out of the property of such party.
(1) Every entity which is a party to the merger other than the surviving entity ceases to exist;
(2) All property, real, personal, tangible and intangible, owned by each of the merged entities vests in the surviving or resulting entity;
(3) All obligations and duties of every entity that is a party to the merger become the obligations and duties of the surviving or resulting entity and all liens upon any property of any of the merged business entities shall be preserved unimpaired and may be enforced against the surviving or resulting entity to the same extent as if the debts, liabilities and duties had been incurred or contracted by the surviving or resulting entity;
(4) An action or proceeding pending against an entity which is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding;
(5) Unless otherwise provided in the certificate of merger or as may be required by applicable law, a domestic entity which is not the surviving or resulting entity in the merger shall not be required to wind up its affairs or pay its liabilities and distribute its assets; and
(6) If obligations incurred before the merger by a party to the merger are not able to be satisfied out of the property of the surviving entity, all partners, members or shareholders of such party immediately before the effective date of the merger shall be obligated to contribute to the surviving entity to the extent and in the manner such persons would have been obligated to contribute to such party in the event such obligations of such party could not have been satisfied out of the property of such party.
(d) Personal Liabilities of a Member. A member of the surviving LLC is liable for: (1) All obligations of a party to the merger for which the member was personally liable before the merger; and (2) All obligations of the surviving entity incurred after the merger takes effect, to the extent imposed under applicable law or by contract executed by such member.
(1) All obligations of a party to the merger for which the member was personally liable before the merger; and
(2) All obligations of the surviving entity incurred after the merger takes effect, to the extent imposed under applicable law or by contract executed by such member.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 69-73.
Tenn. Code Ann. § 48-18-102 — TN Code / Title 48 / Chapter 18 / Section 48-18-102
Qualifications of directors
Status: in_force

The charter or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the charter or bylaws so prescribe. Acts 1986, ch. 887, § 8.02.
The charter or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the charter or bylaws so prescribe.
Acts 1986, ch. 887, § 8.02.
Tenn. Code Ann. § 48-249-111 — TN Code / Title 48 / Chapter 249 / Section 48-249-111
Resignation of registered agent
Status: in_force

(a) Resignation of registered agent. A registered agent of a domestic or foreign LLC may resign the appointment, by filing a statement of resignation with the secretary of state, signed by the registered agent, that includes a certification that the agent has mailed a copy of the statement of resignation to the principal executive office of the affected domestic or foreign LLC by certified mail. The statement may indicate that the registered office is also discontinued. (b) Effective date of resignation. The agency appointment is terminated, and the registered office discontinued, if so provided, on the date on which the statement described in subsection (a) is filed with the secretary of state. Acts 2005, ch. 286, § 1.
(a) Resignation of registered agent. A registered agent of a domestic or foreign LLC may resign the appointment, by filing a statement of resignation with the secretary of state, signed by the registered agent, that includes a certification that the agent has mailed a copy of the statement of resignation to the principal executive office of the affected domestic or foreign LLC by certified mail. The statement may indicate that the registered office is also discontinued.
(b) Effective date of resignation. The agency appointment is terminated, and the registered office discontinued, if so provided, on the date on which the statement described in subsection (a) is filed with the secretary of state.
Acts 2005, ch. 286, § 1.