Tenn. Code Ann. § 48-249-202 — TN Code / Title 48 / Chapter 249 / Section 48-249-202
Articles of organization
Status: in_force

(a) Mandatory contents. The articles shall set forth: (1) A name for the LLC that satisfies the requirements of § 48-249-106 ; (2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located, and the name of its initial registered agent at that office; (3) The street address and zip code of the principal executive office of the LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office), and the county in which the office is located; (4) A statement as to whether the LLC will be member-managed, manager-managed, or director-managed; (5) If the LLC will have more than six (6) members at the date of filing of the articles, a statement of the number of members at the date of the filing of the articles; (6) If, under § 48-249-114(f) , one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the information required in § 48-249-114(f) ; (7) If the existence of the LLC is to begin upon a future date, or the occurrence of a specific event, the future date or a description of the specific event; except that, in no event may the future date, or the actual occurrence of the specific event, be more than ninety (90) days after the filing of the articles in compliance with § 48-249-201 ; (8) If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee; (9) If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles; and (10) Any additional information as required by the secretary of state. (b) Optional contents. (1) The articles may set forth: (A) Provisions permitted to be set forth in an operating agreement; (B) Other provisions not inconsistent with law, relating to the management of the business or the regulation of the affairs of the LLC; (C) If the LLC is director-managed, a provision eliminating or limiting the personal liability of a director to the LLC or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the LLC or its members; (ii) For acts or omissions not in good faith, or that involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-249-307 ; and (D) A statement to the effect that § 48-249-503(b)(2) shall not apply to the LLC, regardless of whether the LLC falls within the definition of a "family LLC" under § 48-249-102(10) . (2) No provision included in the articles under subdivision (b)(1)(C) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in subdivision (b)(1)(C) to a "director" are also deemed to refer to a member who, under the operating agreement, has been delegated some or all of the rights of a director in the management and conduct of the LLC's business, as set forth in § 48-249-403(i)(2) . If the secretary of state prescribes a form for articles, such form shall contain substantially the following statement: "If the LLC desires that § 48-249-503(b)(2) , which restricts withdrawals from a 'family LLC', NOT apply to the LLC, regardless of whether the LLC falls within the definition of a 'family LLC', place an 'x' in the following space: ____________________." (c) Statement of powers not necessary. It is not necessary to set forth in the articles any of the LLC powers granted by this chapter. (d) Nonwaivable provisions; conflict with operating agreement. The articles may not contain any provisions prohibited by § 48-249-205(b) . As to all other matters, if the articles are inconsistent with any provision of an operating agreement, the articles shall control. Amended by 2020 Tenn. Acts, ch. 719, s 18, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 783, s 14, eff. 7/1/2014. Acts 2005, ch. 286, § 1.
(a) Mandatory contents. The articles shall set forth: (1) A name for the LLC that satisfies the requirements of § 48-249-106 ; (2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located, and the name of its initial registered agent at that office; (3) The street address and zip code of the principal executive office of the LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office), and the county in which the office is located; (4) A statement as to whether the LLC will be member-managed, manager-managed, or director-managed; (5) If the LLC will have more than six (6) members at the date of filing of the articles, a statement of the number of members at the date of the filing of the articles; (6) If, under § 48-249-114(f) , one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the information required in § 48-249-114(f) ; (7) If the existence of the LLC is to begin upon a future date, or the occurrence of a specific event, the future date or a description of the specific event; except that, in no event may the future date, or the actual occurrence of the specific event, be more than ninety (90) days after the filing of the articles in compliance with § 48-249-201 ; (8) If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee; (9) If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles; and (10) Any additional information as required by the secretary of state.
(1) A name for the LLC that satisfies the requirements of § 48-249-106 ;
(2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located, and the name of its initial registered agent at that office;
(3) The street address and zip code of the principal executive office of the LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office), and the county in which the office is located;
(4) A statement as to whether the LLC will be member-managed, manager-managed, or director-managed;
(5) If the LLC will have more than six (6) members at the date of filing of the articles, a statement of the number of members at the date of the filing of the articles;
(6) If, under § 48-249-114(f) , one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the information required in § 48-249-114(f) ;
(7) If the existence of the LLC is to begin upon a future date, or the occurrence of a specific event, the future date or a description of the specific event; except that, in no event may the future date, or the actual occurrence of the specific event, be more than ninety (90) days after the filing of the articles in compliance with § 48-249-201 ;
(8) If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee;
(9) If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles; and
(10) Any additional information as required by the secretary of state.
(b) Optional contents. (1) The articles may set forth: (A) Provisions permitted to be set forth in an operating agreement; (B) Other provisions not inconsistent with law, relating to the management of the business or the regulation of the affairs of the LLC; (C) If the LLC is director-managed, a provision eliminating or limiting the personal liability of a director to the LLC or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the LLC or its members; (ii) For acts or omissions not in good faith, or that involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-249-307 ; and (D) A statement to the effect that § 48-249-503(b)(2) shall not apply to the LLC, regardless of whether the LLC falls within the definition of a "family LLC" under § 48-249-102(10) . (2) No provision included in the articles under subdivision (b)(1)(C) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in subdivision (b)(1)(C) to a "director" are also deemed to refer to a member who, under the operating agreement, has been delegated some or all of the rights of a director in the management and conduct of the LLC's business, as set forth in § 48-249-403(i)(2) . If the secretary of state prescribes a form for articles, such form shall contain substantially the following statement: "If the LLC desires that § 48-249-503(b)(2) , which restricts withdrawals from a 'family LLC', NOT apply to the LLC, regardless of whether the LLC falls within the definition of a 'family LLC', place an 'x' in the following space: ____________________."
(1) The articles may set forth: (A) Provisions permitted to be set forth in an operating agreement; (B) Other provisions not inconsistent with law, relating to the management of the business or the regulation of the affairs of the LLC; (C) If the LLC is director-managed, a provision eliminating or limiting the personal liability of a director to the LLC or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the LLC or its members; (ii) For acts or omissions not in good faith, or that involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-249-307 ; and (D) A statement to the effect that § 48-249-503(b)(2) shall not apply to the LLC, regardless of whether the LLC falls within the definition of a "family LLC" under § 48-249-102(10) .
(A) Provisions permitted to be set forth in an operating agreement;
(B) Other provisions not inconsistent with law, relating to the management of the business or the regulation of the affairs of the LLC;
(C) If the LLC is director-managed, a provision eliminating or limiting the personal liability of a director to the LLC or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the LLC or its members; (ii) For acts or omissions not in good faith, or that involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-249-307 ; and
(i) For any breach of the director's duty of loyalty to the LLC or its members;
(ii) For acts or omissions not in good faith, or that involve intentional misconduct or a knowing violation of law; or
(iii) Under § 48-249-307 ; and
(D) A statement to the effect that § 48-249-503(b)(2) shall not apply to the LLC, regardless of whether the LLC falls within the definition of a "family LLC" under § 48-249-102(10) .
(2) No provision included in the articles under subdivision (b)(1)(C) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in subdivision (b)(1)(C) to a "director" are also deemed to refer to a member who, under the operating agreement, has been delegated some or all of the rights of a director in the management and conduct of the LLC's business, as set forth in § 48-249-403(i)(2) . If the secretary of state prescribes a form for articles, such form shall contain substantially the following statement: "If the LLC desires that § 48-249-503(b)(2) , which restricts withdrawals from a 'family LLC', NOT apply to the LLC, regardless of whether the LLC falls within the definition of a 'family LLC', place an 'x' in the following space: ____________________."
(c) Statement of powers not necessary. It is not necessary to set forth in the articles any of the LLC powers granted by this chapter.
(d) Nonwaivable provisions; conflict with operating agreement. The articles may not contain any provisions prohibited by § 48-249-205(b) . As to all other matters, if the articles are inconsistent with any provision of an operating agreement, the articles shall control.
Amended by 2020 Tenn. Acts, ch. 719, s 18, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 14, eff. 7/1/2014.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-103-208 — TN Code / Title 48 / Chapter 103 / Section 48-103-208
Actions for damages, injunctions, or other relief
Status: in_force

(a) Actions for damages or other relief, including an injunction, against any proposed business combination which is or would be in violation of this part, may be brought by one (1) or more of the following parties: (1) The resident domestic corporation or any of its subsidiaries which are a party to such business combination; (2) Any one (1) or more of the shareholders of the voting stock of such resident domestic corporation or any of its subsidiaries which are a party to such business combination who, individually or in the aggregate with other shareholders joining in such action, hold five percent (5%) or more of any class or series of the issued and outstanding voting stock of such resident domestic corporation (or any of its subsidiaries if a party to such business combination) which are not beneficially owned by the interested shareholder and the affiliates and associates of such interested shareholder as of the time the action is instituted; or (3) By the attorney general and reporter. (b) No action alleging a violation of this part may be instituted more than one (1) year after the consummation date for the business combination which is allegedly in violation of this part. (c) No bond or other security shall be required as a condition for the issuance of any restraining order or other injunctive relief ordered by any court of competent jurisdiction in connection with any action brought to enforce this part. (d) Actions may be brought in any court of competent jurisdiction for violations of this part in the same manner as any other civil action. Acts 1988, ch. 500, § 7; T.C.A., § 48-35-208.
(a) Actions for damages or other relief, including an injunction, against any proposed business combination which is or would be in violation of this part, may be brought by one (1) or more of the following parties: (1) The resident domestic corporation or any of its subsidiaries which are a party to such business combination; (2) Any one (1) or more of the shareholders of the voting stock of such resident domestic corporation or any of its subsidiaries which are a party to such business combination who, individually or in the aggregate with other shareholders joining in such action, hold five percent (5%) or more of any class or series of the issued and outstanding voting stock of such resident domestic corporation (or any of its subsidiaries if a party to such business combination) which are not beneficially owned by the interested shareholder and the affiliates and associates of such interested shareholder as of the time the action is instituted; or (3) By the attorney general and reporter.
(1) The resident domestic corporation or any of its subsidiaries which are a party to such business combination;
(2) Any one (1) or more of the shareholders of the voting stock of such resident domestic corporation or any of its subsidiaries which are a party to such business combination who, individually or in the aggregate with other shareholders joining in such action, hold five percent (5%) or more of any class or series of the issued and outstanding voting stock of such resident domestic corporation (or any of its subsidiaries if a party to such business combination) which are not beneficially owned by the interested shareholder and the affiliates and associates of such interested shareholder as of the time the action is instituted; or
(3) By the attorney general and reporter.
(b) No action alleging a violation of this part may be instituted more than one (1) year after the consummation date for the business combination which is allegedly in violation of this part.
(c) No bond or other security shall be required as a condition for the issuance of any restraining order or other injunctive relief ordered by any court of competent jurisdiction in connection with any action brought to enforce this part.
(d) Actions may be brought in any court of competent jurisdiction for violations of this part in the same manner as any other civil action.
Acts 1988, ch. 500, § 7; T.C.A., § 48-35-208.
Tenn. Code Ann. § 48-249-1009 — TN Code / Title 48 / Chapter 249 / Section 48-249-1009
Filing duty of secretary of state
Status: in_force

(a) Requirements to complete filing. If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-249-1005 , and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) Procedure. The secretary of state completes the filing of a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After completing the filing of a document, except for filings pursuant to §§ 48-249-111 and 48-249-1017 , the secretary of state shall deliver, in due course, the document, with the filing fee receipt attached, or acknowledgment of receipt if no fee is required, to the domestic or foreign LLC, other person required or permitted by this chapter to file the document, or representative of the domestic or foreign LLC, or other person that delivered the document for filing. A domestic or foreign LLC, other person or representative of the domestic or foreign LLC, or other person may deliver to the office of the secretary of state an exact or conformed copy of the document delivered for filing, together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the person filing the original of the document. (c) Refusal to file. If the secretary of state refuses to complete the filing of a document, then the secretary of state must return it to the domestic or foreign LLC, other person or representative of the domestic or foreign LLC, or other person that delivered the document for filing immediately after the document was received for filing, together with a brief, written explanation of the reason for the refusal. (d) Effect of filing or refusal to file. The secretary of state's duty to complete the filing of documents under this section is ministerial. The secretary of state's completing the filing or refusing to complete the filing of a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy. (e) Conflict with other law. Any document that meets the requirements of this chapter and all applicable rules for filing and recording must be received, filed, or recorded by the appropriate office upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state. Amended by 2020 Tenn. Acts, ch. 719, s 22, eff. 6/22/2020. Acts 2005, ch. 286, § 1.
(a) Requirements to complete filing. If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-249-1005 , and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.
(b) Procedure. The secretary of state completes the filing of a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After completing the filing of a document, except for filings pursuant to §§ 48-249-111 and 48-249-1017 , the secretary of state shall deliver, in due course, the document, with the filing fee receipt attached, or acknowledgment of receipt if no fee is required, to the domestic or foreign LLC, other person required or permitted by this chapter to file the document, or representative of the domestic or foreign LLC, or other person that delivered the document for filing. A domestic or foreign LLC, other person or representative of the domestic or foreign LLC, or other person may deliver to the office of the secretary of state an exact or conformed copy of the document delivered for filing, together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the person filing the original of the document.
(c) Refusal to file. If the secretary of state refuses to complete the filing of a document, then the secretary of state must return it to the domestic or foreign LLC, other person or representative of the domestic or foreign LLC, or other person that delivered the document for filing immediately after the document was received for filing, together with a brief, written explanation of the reason for the refusal.
(d) Effect of filing or refusal to file. The secretary of state's duty to complete the filing of documents under this section is ministerial. The secretary of state's completing the filing or refusing to complete the filing of a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(1) Affect the validity or invalidity of the document in whole or in part;
(2) Relate to the correctness or incorrectness of information contained in the document;
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(e) Conflict with other law. Any document that meets the requirements of this chapter and all applicable rules for filing and recording must be received, filed, or recorded by the appropriate office upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 22, eff. 6/22/2020.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-27-101 — TN Code / Title 48 / Chapter 27 / Section 48-27-101
Application to existing domestic corporations
Status: in_force

(a) Chapters 11-27 of this title apply to all domestic corporations for profit in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of corporations for profit. Chapters 11-27 shall, however, not apply to corporations, the charters of which were granted by special legislative act prior to the adoption of the Constitution of 1870. Such corporations may amend their charters for any purposes consistent with chapters 11-27 of this title and in the manner set out in chapters 11-27 of this title. Such amendments and the particular rights, obligations, duties, and privileges conferred or imposed by the amendments shall be subject to § 48-11-102 . (b) Section 48-12-102(a) does not apply to the charter of any corporation existing on January 1, 1988, unless and until a charter amendment is filed. The first charter amendment filed by a corporation following January 1, 1988, shall include any information required by § 48-12-102(a) not otherwise on file in the office of the secretary of state, except that the name and address of each incorporator may be excluded, and the information required by § 48-12-102(a)(3) shall be provided for the current registered agent and registered office. Until such a charter amendment is filed, a corporation's registered agent shall be that agent specified in the office of the secretary of state on January 1, 1988, and such corporation's registered office shall be deemed to be that office specified as the address of its registered agent unless such agent or office is changed thereafter pursuant to chapter 15 or 25 of this title. (c) Acts 1968, ch. 523, § 1 (11.01 - 11.11), as amended, in effect on January 1, 1988, shall govern the rights and obligations of any shareholder who exercises the shareholder's right to dissent thereunder if the corporate action creating the right to dissent shall have been approved, by the shareholders (or by the board of directors, if no shareholder approval is required) before January 1, 1988. (d) Acts 1968, ch. 523, § 1 (3.06 - 3.11), as amended, in effect on January 1, 1988, shall apply to any claims, applications, or proceedings for indemnification, or any corporate action authorizing indemnification, made or begun before January 1, 1988. (e) Acts 1968, ch. 523, § 1 (12.01 - 12.12, 12.14) and Acts 1969, ch. 66, §§ 1 and 2, in effect on January 1, 1988, shall apply to any dissolution as to which a statement of intent to dissolve has been filed or a court proceeding filed before January 1, 1988. (f) Any domestic corporation for-profit in existence on January 1, 1988, that was incorporated under any general statute of this state providing for the incorporation of corporations for-profit may convert to a nonprofit public benefit corporation if such corporation filed a restated charter with the secretary of state on or before January 1, 1996, reciting that the corporation is a nonprofit public benefit corporation. Acts 1986, ch. 887, § 17.01; 1987, ch. 273, §§ 46, 49; 1998, ch. 624, § 1.
(a) Chapters 11-27 of this title apply to all domestic corporations for profit in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of corporations for profit. Chapters 11-27 shall, however, not apply to corporations, the charters of which were granted by special legislative act prior to the adoption of the Constitution of 1870. Such corporations may amend their charters for any purposes consistent with chapters 11-27 of this title and in the manner set out in chapters 11-27 of this title. Such amendments and the particular rights, obligations, duties, and privileges conferred or imposed by the amendments shall be subject to § 48-11-102 .
(b) Section 48-12-102(a) does not apply to the charter of any corporation existing on January 1, 1988, unless and until a charter amendment is filed. The first charter amendment filed by a corporation following January 1, 1988, shall include any information required by § 48-12-102(a) not otherwise on file in the office of the secretary of state, except that the name and address of each incorporator may be excluded, and the information required by § 48-12-102(a)(3) shall be provided for the current registered agent and registered office. Until such a charter amendment is filed, a corporation's registered agent shall be that agent specified in the office of the secretary of state on January 1, 1988, and such corporation's registered office shall be deemed to be that office specified as the address of its registered agent unless such agent or office is changed thereafter pursuant to chapter 15 or 25 of this title.
(c) Acts 1968, ch. 523, § 1 (11.01 - 11.11), as amended, in effect on January 1, 1988, shall govern the rights and obligations of any shareholder who exercises the shareholder's right to dissent thereunder if the corporate action creating the right to dissent shall have been approved, by the shareholders (or by the board of directors, if no shareholder approval is required) before January 1, 1988.
(d) Acts 1968, ch. 523, § 1 (3.06 - 3.11), as amended, in effect on January 1, 1988, shall apply to any claims, applications, or proceedings for indemnification, or any corporate action authorizing indemnification, made or begun before January 1, 1988.
(e) Acts 1968, ch. 523, § 1 (12.01 - 12.12, 12.14) and Acts 1969, ch. 66, §§ 1 and 2, in effect on January 1, 1988, shall apply to any dissolution as to which a statement of intent to dissolve has been filed or a court proceeding filed before January 1, 1988.
(f) Any domestic corporation for-profit in existence on January 1, 1988, that was incorporated under any general statute of this state providing for the incorporation of corporations for-profit may convert to a nonprofit public benefit corporation if such corporation filed a restated charter with the secretary of state on or before January 1, 1996, reciting that the corporation is a nonprofit public benefit corporation.
Acts 1986, ch. 887, § 17.01; 1987, ch. 273, §§ 46, 49; 1998, ch. 624, § 1.
Tenn. Code Ann. § 48-25-109 — TN Code / Title 48 / Chapter 25 / Section 48-25-109
Resignation of registered agent of foreign corporation
Status: in_force

(a) The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the secretary of state, an original statement of resignation accompanied by the agent's certification that the agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement of resignation may include a statement that the registered office is also discontinued. (b) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. Acts 1986, ch. 887, § 15.09.
(a) The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the secretary of state, an original statement of resignation accompanied by the agent's certification that the agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement of resignation may include a statement that the registered office is also discontinued.
(b) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1986, ch. 887, § 15.09.
Tenn. Code Ann. § 48-101-901 — TN Code / Title 48 / Chapter 101 / Section 48-101-901
Short title
Status: in_force

This part shall be known and may be cited as the "Neighborhood Preservation Nonprofit Corporation Act." Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
This part shall be known and may be cited as the "Neighborhood Preservation Nonprofit Corporation Act."
Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Tenn. Code Ann. § 48-250-106 — TN Code / Title 48 / Chapter 250 / Section 48-250-106
Amendment or restatement of articles of organization
Status: in_force

Articles of organization must be amended when: (1) There is a change in the name of the decentralized organization; (2) There is a false or erroneous statement in the articles of organization; or (3) The decentralized organization's smart contracts have been amended. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Articles of organization must be amended when:
(1) There is a change in the name of the decentralized organization;
(2) There is a false or erroneous statement in the articles of organization; or
(3) The decentralized organization's smart contracts have been amended.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-56-401 — TN Code / Title 48 / Chapter 56 / Section 48-56-401
Derivative suits
Status: in_force

(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (1) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or (2) Any director. (b) In any such proceeding, each plaintiff shall be a member or director at the time of bringing the proceeding. (c) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the plaintiffs could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed. (d) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's members or a class of members, the court shall direct that notice be given the members affected. If notice is so directed to be given, the court may determine which party or parties to the suit shall bear the expense of giving such notice, in such proportion as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs. (e) On termination of the proceeding, the court may require the plaintiffs to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith. (f) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the plaintiffs or otherwise was successful, in whole or in part, or if anything was received by the plaintiffs as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiffs reasonable expenses (including counsel fees). (g) The plaintiffs shall notify the attorney general and reporter within ten (10) days after commencing any proceedings under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation. Acts 1987, ch. 242, § 6.40.
(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (1) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or (2) Any director.
(1) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or
(2) Any director.
(b) In any such proceeding, each plaintiff shall be a member or director at the time of bringing the proceeding.
(c) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the plaintiffs could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
(d) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's members or a class of members, the court shall direct that notice be given the members affected. If notice is so directed to be given, the court may determine which party or parties to the suit shall bear the expense of giving such notice, in such proportion as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.
(e) On termination of the proceeding, the court may require the plaintiffs to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
(f) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the plaintiffs or otherwise was successful, in whole or in part, or if anything was received by the plaintiffs as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiffs reasonable expenses (including counsel fees).
(g) The plaintiffs shall notify the attorney general and reporter within ten (10) days after commencing any proceedings under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation.
Acts 1987, ch. 242, § 6.40.
Tenn. Code Ann. § 48-58-205 — TN Code / Title 48 / Chapter 58 / Section 48-58-205
Quorum and voting
Status: in_force

(a) Except as otherwise provided in chapters 51-68 of this title, the charter or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the charter or bylaws authorize a quorum of fewer than the greater of one third (1/3) of the number of directors in office or two (2) directors. When a quorum is once present to organize a meeting, a meeting may be later adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless chapters 51-68 of this title, the charter or bylaws require the vote of a greater number of directors. (c) A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting; (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The director delivers notice in the form of a document of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. Amended by 2014 Tenn. Acts, ch. 899,s 34, eff. 1/1/2015. Acts 1987, ch. 242, § 8.24.
(a) Except as otherwise provided in chapters 51-68 of this title, the charter or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the charter or bylaws authorize a quorum of fewer than the greater of one third (1/3) of the number of directors in office or two (2) directors. When a quorum is once present to organize a meeting, a meeting may be later adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless chapters 51-68 of this title, the charter or bylaws require the vote of a greater number of directors.
(c) A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting; (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The director delivers notice in the form of a document of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;
(2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) The director delivers notice in the form of a document of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Amended by 2014 Tenn. Acts, ch. 899,s 34, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.24.
Tenn. Code Ann. § 48-101-702 — TN Code / Title 48 / Chapter 101 / Section 48-101-702
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Limited liability company" or "LLC" means a limited liability company, foreign or domestic, organized under or subject to the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title; (2) "Nonprofit corporation," for the purposes of this part, means a nonprofit corporation, foreign or domestic, incorporated under 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 limited liability company" or "nonprofit LLC" means a limited liability company: (A) That is disregarded as an entity for federal income tax purposes; and (B) Whose sole member is a nonprofit corporation, foreign or domestic, incorporated under or subject to chapters 51-68 of this title and who is exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004 ; (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 whose sole member is a nonprofit corporation. Acts 2001, ch. 418, § 1.
As used in this part, unless the context otherwise requires:
(1) "Limited liability company" or "LLC" means a limited liability company, foreign or domestic, organized under or subject to the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title;
(2) "Nonprofit corporation," for the purposes of this part, means a nonprofit corporation, foreign or domestic, incorporated under 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 limited liability company" or "nonprofit LLC" means a limited liability company: (A) That is disregarded as an entity for federal income tax purposes; and (B) Whose sole member is a nonprofit corporation, foreign or domestic, incorporated under or subject to chapters 51-68 of this title and who is exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004 ;
(A) That is disregarded as an entity for federal income tax purposes; and
(B) Whose sole member is a nonprofit corporation, foreign or domestic, incorporated under or subject to chapters 51-68 of this title and who is exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004 ;
(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 whose sole member is a nonprofit corporation.
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-223-103 — TN Code / Title 48 / Chapter 223 / Section 48-223-103
Action on recommendation of the board of governors or chief manager
Status: in_force

(a) Except with respect to dissolution avoidance consent, the board of governors, for a board-governed LLC, or the chief manager, for a member-managed LLC, may, acting on such board's or person's own initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of such proposal. Such notice shall require a written response within a specified time but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of governors or the chief manager. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of governors or chief manager, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then such proposal shall become the action of the members of the LLC effective as of the expiration of the notice period. (b) Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the LLC or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of governors or chief manager has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on such matter. Acts 1994, ch. 868, § 1.
(a) Except with respect to dissolution avoidance consent, the board of governors, for a board-governed LLC, or the chief manager, for a member-managed LLC, may, acting on such board's or person's own initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of such proposal. Such notice shall require a written response within a specified time but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of governors or the chief manager. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of governors or chief manager, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then such proposal shall become the action of the members of the LLC effective as of the expiration of the notice period.
(b) Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the LLC or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of governors or chief manager has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on such matter.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-21-110 — TN Code / Title 48 / Chapter 21 / Section 48-21-110
Plan of entity conversion
Status: in_force

(a) A plan of entity conversion must include: (1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization; (2) The terms and conditions of the conversion; (3) The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and (4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor. (b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders, the plan may not be amended to change: (1) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash or other property to be received under the plan by the shareholders; (2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-20-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. (c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-11-301 . Acts 1994, ch. 868, § 7; 2006, ch. 620, § 59; 2012, ch. 1051, § 39.
(a) A plan of entity conversion must include: (1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization; (2) The terms and conditions of the conversion; (3) The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and (4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.
(1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2) The terms and conditions of the conversion;
(3) The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.
(b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders, the plan may not be amended to change: (1) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash or other property to be received under the plan by the shareholders; (2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-20-102 ; or (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
(1) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash or other property to be received under the plan by the shareholders;
(2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-20-102 ; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
(c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-11-301 .
Acts 1994, ch. 868, § 7; 2006, ch. 620, § 59; 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-64-104 — TN Code / Title 48 / Chapter 64 / Section 48-64-104
Articles of dissolution
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that the resolution was duly adopted by the members; (4) If approval by members was not required, a statement that the resolution was duly adopted by a majority of the board of directors; (5) A copy of the resolution or the written consent authorizing the dissolution; (6) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; and (7) If the corporation is a public benefit corporation, a statement that the notice to the attorney general and reporter required by § 48-64-103(a) has been given. (b) Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed. Acts 1987, ch. 242, § 14.04.
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that the resolution was duly adopted by the members; (4) If approval by members was not required, a statement that the resolution was duly adopted by a majority of the board of directors; (5) A copy of the resolution or the written consent authorizing the dissolution; (6) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; and (7) If the corporation is a public benefit corporation, a statement that the notice to the attorney general and reporter required by § 48-64-103(a) has been given.
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) A statement that the resolution was duly adopted by the members;
(4) If approval by members was not required, a statement that the resolution was duly adopted by a majority of the board of directors;
(5) A copy of the resolution or the written consent authorizing the dissolution;
(6) If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; and
(7) If the corporation is a public benefit corporation, a statement that the notice to the attorney general and reporter required by § 48-64-103(a) has been given.
(b) Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed.
Acts 1987, ch. 242, § 14.04.
Tenn. Code Ann. § 48-239-114 — TN Code / Title 48 / Chapter 239 / Section 48-239-114
Committees established by the board of governors
Status: in_force

(a) Generally. With respect to a board-managed LLC, a resolution approved by the affirmative vote of a majority of the board of governors may establish committees having the authority of the board in the management of the business of the LLC only to the extent provided in the resolution, including special litigation committees to consider legal rights or remedies of the LLC and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control and serve at the pleasure of the board of governors. (b) Membership. With respect to a board-managed LLC, unless the articles or operating agreement provides for a different membership or manner of appointment, a committee consists of one (1) or more persons appointed by affirmative vote of a majority of the governors in office when the action is taken. Each member of a committee must be a member of the board of governors of the LLC; provided, that unless the articles or operating agreement provides otherwise, non-governors may serve on the special litigation committee. (c) Procedure. Sections 48-239-111 - 48-239-113 apply to committees and members of committees to the same extent as those sections apply to the board of governors and governors. (d) Minutes. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any governor. (e) Standard of Conduct. The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a governor with the standard of conduct set forth in § 48-239-115 . (f) Committee Authority. To the extent specified by the board of governors or in the articles or operating agreement, each committee may exercise the authority of the board of governors under § 48-238-101(a)(2) . (g) Limitations on Committee Authority. A committee may not, however: (1) Authorize distributions, except according to a formula or method prescribed by the board of governors; (2) Approve or propose to members actions that chapters 201-248 of this title requires to be approved by members; (3) Fill vacancies on the board of governors or on any of its committees; (4) Adopt a plan of merger not requiring member approval; (5) Authorize or approve reacquisition of membership interest, except according to a formula or method prescribed by the board of governors; or (6) Authorize or approve the issuance or sale or contract for sale of membership interest, or determine the designation and relative rights, preferences, and limitations of a class or series of membership interests, except that the board of governors may authorize a committee (or chief manager of the LLC) to do so within limits specifically prescribed by the board of governors. (h) Standard of Conduct for Committee Members. Each governor serving on a committee and each person not a governor serving on a special litigation committee shall be subject to the standard of conduct set forth in § 48-239-115 and shall be subject to the same conflict of interest rules and exemptions as found in § 48-239-116 . Acts 1994, ch. 868, § 1.
(a) Generally. With respect to a board-managed LLC, a resolution approved by the affirmative vote of a majority of the board of governors may establish committees having the authority of the board in the management of the business of the LLC only to the extent provided in the resolution, including special litigation committees to consider legal rights or remedies of the LLC and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control and serve at the pleasure of the board of governors.
(b) Membership. With respect to a board-managed LLC, unless the articles or operating agreement provides for a different membership or manner of appointment, a committee consists of one (1) or more persons appointed by affirmative vote of a majority of the governors in office when the action is taken. Each member of a committee must be a member of the board of governors of the LLC; provided, that unless the articles or operating agreement provides otherwise, non-governors may serve on the special litigation committee.
(c) Procedure. Sections 48-239-111 - 48-239-113 apply to committees and members of committees to the same extent as those sections apply to the board of governors and governors.
(d) Minutes. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any governor.
(e) Standard of Conduct. The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a governor with the standard of conduct set forth in § 48-239-115 .
(f) Committee Authority. To the extent specified by the board of governors or in the articles or operating agreement, each committee may exercise the authority of the board of governors under § 48-238-101(a)(2) .
(g) Limitations on Committee Authority. A committee may not, however: (1) Authorize distributions, except according to a formula or method prescribed by the board of governors; (2) Approve or propose to members actions that chapters 201-248 of this title requires to be approved by members; (3) Fill vacancies on the board of governors or on any of its committees; (4) Adopt a plan of merger not requiring member approval; (5) Authorize or approve reacquisition of membership interest, except according to a formula or method prescribed by the board of governors; or (6) Authorize or approve the issuance or sale or contract for sale of membership interest, or determine the designation and relative rights, preferences, and limitations of a class or series of membership interests, except that the board of governors may authorize a committee (or chief manager of the LLC) to do so within limits specifically prescribed by the board of governors.
(1) Authorize distributions, except according to a formula or method prescribed by the board of governors;
(2) Approve or propose to members actions that chapters 201-248 of this title requires to be approved by members;
(3) Fill vacancies on the board of governors or on any of its committees;
(4) Adopt a plan of merger not requiring member approval;
(5) Authorize or approve reacquisition of membership interest, except according to a formula or method prescribed by the board of governors; or
(6) Authorize or approve the issuance or sale or contract for sale of membership interest, or determine the designation and relative rights, preferences, and limitations of a class or series of membership interests, except that the board of governors may authorize a committee (or chief manager of the LLC) to do so within limits specifically prescribed by the board of governors.
(h) Standard of Conduct for Committee Members. Each governor serving on a committee and each person not a governor serving on a special litigation committee shall be subject to the standard of conduct set forth in § 48-239-115 and shall be subject to the same conflict of interest rules and exemptions as found in § 48-239-116 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-248-605 — TN Code / Title 48 / Chapter 248 / Section 48-248-605
Amendment of existing laws and right to practice profession in other forms
Status: in_force

Notwithstanding any other provision of chapters 201-248 of this title, the laws of this state relating to the regulation of professional services are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with the provision of chapters 201-248 of this title, and are deemed amended to permit the provision of professional services within this state by PLLCs. This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity. Acts 1994, ch. 868, § 1.
Notwithstanding any other provision of chapters 201-248 of this title, the laws of this state relating to the regulation of professional services are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with the provision of chapters 201-248 of this title, and are deemed amended to permit the provision of professional services within this state by PLLCs. This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-108 — TN Code / Title 48 / Chapter 101 / Section 48-101-108
Right to purchase or transfer capital stock or obligations of corporation - Membership
Status: in_force

(a) Notwithstanding any rule of common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization, or trust indentures: (1) All domestic corporations organized for the purpose of carrying on business within this state, including, without implied limitation, any public utility companies and insurance and casualty companies and foreign corporations licensed to do business in the state, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation, and while owners of the stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; (2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; (3) A financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation; and (4) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten percent (10%) of the loan limit of such member. The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire. (b) Counties and incorporated cities and towns are hereby authorized to purchase capital stock of development credit corporations organized under the laws of this state. Surplus funds may be used or the governing body may levy a tax for such purpose. No stock shall be purchased or tax levied for this purpose except upon an election to be first held for the qualified voters of such county, city, or town, and the assent of three fourths (¾) of the votes cast at the election. An election for this purpose shall be held by the county election commission when requested to do so by a resolution of the governing body of the county, city, or town and after publication of three (3) notices in a newspaper circulating in the county, city, or town, the last publication to be not less than twenty (20) days next preceding the day of the election. Acts 1959, ch. 170, § 6; 1959, ch. 243, § 1; T.C.A., §§ 48-1708, 48-3-108.
(a) Notwithstanding any rule of common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization, or trust indentures: (1) All domestic corporations organized for the purpose of carrying on business within this state, including, without implied limitation, any public utility companies and insurance and casualty companies and foreign corporations licensed to do business in the state, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation, and while owners of the stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; (2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; (3) A financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation; and (4) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten percent (10%) of the loan limit of such member. The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
(1) All domestic corporations organized for the purpose of carrying on business within this state, including, without implied limitation, any public utility companies and insurance and casualty companies and foreign corporations licensed to do business in the state, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation, and while owners of the stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state;
(2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein;
(3) A financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation; and
(4) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten percent (10%) of the loan limit of such member. The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
(b) Counties and incorporated cities and towns are hereby authorized to purchase capital stock of development credit corporations organized under the laws of this state. Surplus funds may be used or the governing body may levy a tax for such purpose. No stock shall be purchased or tax levied for this purpose except upon an election to be first held for the qualified voters of such county, city, or town, and the assent of three fourths (¾) of the votes cast at the election. An election for this purpose shall be held by the county election commission when requested to do so by a resolution of the governing body of the county, city, or town and after publication of three (3) notices in a newspaper circulating in the county, city, or town, the last publication to be not less than twenty (20) days next preceding the day of the election.
Acts 1959, ch. 170, § 6; 1959, ch. 243, § 1; T.C.A., §§ 48-1708, 48-3-108.
Tenn. Code Ann. § 48-69-108 — TN Code / Title 48 / Chapter 69 / Section 48-69-108
Board of directors
Status: in_force

(a) The business and affairs of a G&T cooperative shall be managed under the direction of a board of directors of not less than five (5) directors or such greater number as may be prescribed by the bylaws of the G&T cooperative. All of the powers of a G&T cooperative shall be vested in and exercised by the board of directors, except those that are conferred upon or reserved to the members pursuant to this chapter, the charter, bylaws or any other applicable law. (b) To be eligible to serve, a director shall be a full-time employee of a patron member of the G&T cooperative and shall have senior management level managerial, financial, engineering or administrative responsibilities for the electric system of a patron member of the G&T cooperative. No person holding elective office of any state, county or municipal entity or other political subdivision of any state or of the federal government, and no person whose employment or appointed responsibilities are not principally limited to utility operations of a patron member shall be eligible to serve as a director. Additional eligibility requirements for directors may be established pursuant to the bylaws of the G&T cooperative. (c) The bylaws shall prescribe the number of directors, their qualifications, if any, in addition to those provided for in subsection (b), the manner of holding meetings of the board and of the election and appointment of successors to directors who shall resign, die or otherwise be incapable of or disqualified from acting, and any other rule, manner, procedure or matter relating to the board and its exercise of the powers conferred upon it by this chapter or by other law, the charter of the G&T cooperative or the bylaws. (d) The bylaws shall provide the manner and method by which directors shall be elected or appointed, as applicable. The bylaws may establish classes of directors to be elected and divide them into classes for terms of office that permit either approximately one half (½), one third (1/3), or one fourth (¼) to be elected each year by the members; provided, that the initial bylaws may provide for a period of time during which the initial board of directors specified in the charter or the initial bylaws shall serve for the purposes of allowing continuity during a start-up period specified in the bylaws, which start-up period may be contingent upon the anticipated date of commencement of both ownership and direct operations and direct control of a plant for the generation of electrical power and energy to be acquired, constructed or operated, all as may be more specifically described in the bylaws. (e) Directors may, but only if so provided in a G&T cooperative's bylaws, be removed and their successors elected under such process as may be provided in the bylaws. Acts 2009 , ch. 475, § 1.
(a) The business and affairs of a G&T cooperative shall be managed under the direction of a board of directors of not less than five (5) directors or such greater number as may be prescribed by the bylaws of the G&T cooperative. All of the powers of a G&T cooperative shall be vested in and exercised by the board of directors, except those that are conferred upon or reserved to the members pursuant to this chapter, the charter, bylaws or any other applicable law.
(b) To be eligible to serve, a director shall be a full-time employee of a patron member of the G&T cooperative and shall have senior management level managerial, financial, engineering or administrative responsibilities for the electric system of a patron member of the G&T cooperative. No person holding elective office of any state, county or municipal entity or other political subdivision of any state or of the federal government, and no person whose employment or appointed responsibilities are not principally limited to utility operations of a patron member shall be eligible to serve as a director. Additional eligibility requirements for directors may be established pursuant to the bylaws of the G&T cooperative.
(c) The bylaws shall prescribe the number of directors, their qualifications, if any, in addition to those provided for in subsection (b), the manner of holding meetings of the board and of the election and appointment of successors to directors who shall resign, die or otherwise be incapable of or disqualified from acting, and any other rule, manner, procedure or matter relating to the board and its exercise of the powers conferred upon it by this chapter or by other law, the charter of the G&T cooperative or the bylaws.
(d) The bylaws shall provide the manner and method by which directors shall be elected or appointed, as applicable. The bylaws may establish classes of directors to be elected and divide them into classes for terms of office that permit either approximately one half (½), one third (1/3), or one fourth (¼) to be elected each year by the members; provided, that the initial bylaws may provide for a period of time during which the initial board of directors specified in the charter or the initial bylaws shall serve for the purposes of allowing continuity during a start-up period specified in the bylaws, which start-up period may be contingent upon the anticipated date of commencement of both ownership and direct operations and direct control of a plant for the generation of electrical power and energy to be acquired, constructed or operated, all as may be more specifically described in the bylaws.
(e) Directors may, but only if so provided in a G&T cooperative's bylaws, be removed and their successors elected under such process as may be provided in the bylaws.
Acts 2009 , ch. 475, § 1.
Tenn. Code Ann. § 48-51-104 — TN Code / Title 48 / Chapter 51 / Section 48-51-104
Applicability
Status: in_force

Chapters 51-68 of this title shall apply to every nonprofit corporation now existing or hereafter formed; 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 51-68 of this title, such provisions shall prevail. Acts 1987, ch. 242, § 1.04.
Chapters 51-68 of this title shall apply to every nonprofit corporation now existing or hereafter formed; 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 51-68 of this title, such provisions shall prevail.
Acts 1987, ch. 242, § 1.04.
Tenn. Code Ann. § 48-18-203 — TN Code / Title 48 / Chapter 18 / Section 48-18-203
Notice of meeting
Status: in_force

(a) Unless the charter or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the charter or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the charter or bylaws. (c) Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment. Acts 1986, ch. 887, § 8.22.
(a) Unless the charter or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the charter or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the charter or bylaws.
(c) Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.
Acts 1986, ch. 887, § 8.22.
Tenn. Code Ann. § 48-249-907 — TN Code / Title 48 / Chapter 249 / Section 48-249-907
Cancellation of certificate of authority
Status: in_force

(a) Certificate of cancellation. A foreign LLC may cancel its certificate of authority by filing a certificate of cancellation of certificate of authority with the secretary of state accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth: (1) The current name of the foreign LLC, and, if different, the name under which it transacts business in this state; (2) The name of the jurisdiction under the laws of which it is formed; (3) That it is not transacting business in this state, and that it surrenders its authority to transact business in this state; (4) That it either continues its registered agent in this state, or revokes the authority of the registered agent to accept service on its behalf, and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (5) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(4); and (6) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5). (b) Service After Cancellation. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state, or the continued registered agent under this section, is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113 ; provided, however, that the mailing address set forth under subdivision (a)(5), as it may be changed under subdivision (a)(6), shall be deemed to be the principal executive office of the foreign LLC for purposes of the compliance with § 48-249-113 by the secretary of state. Acts 2005, ch. 286, § 1; 2009, ch. 349, § 7; 2010, ch. 741, § 44; 2011, ch. 99, § 17.
(a) Certificate of cancellation. A foreign LLC may cancel its certificate of authority by filing a certificate of cancellation of certificate of authority with the secretary of state accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth: (1) The current name of the foreign LLC, and, if different, the name under which it transacts business in this state; (2) The name of the jurisdiction under the laws of which it is formed; (3) That it is not transacting business in this state, and that it surrenders its authority to transact business in this state; (4) That it either continues its registered agent in this state, or revokes the authority of the registered agent to accept service on its behalf, and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (5) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(4); and (6) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).
(1) The current name of the foreign LLC, and, if different, the name under which it transacts business in this state;
(2) The name of the jurisdiction under the laws of which it is formed;
(3) That it is not transacting business in this state, and that it surrenders its authority to transact business in this state;
(4) That it either continues its registered agent in this state, or revokes the authority of the registered agent to accept service on its behalf, and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(5) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(4); and
(6) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).
(b) Service After Cancellation. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state, or the continued registered agent under this section, is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113 ; provided, however, that the mailing address set forth under subdivision (a)(5), as it may be changed under subdivision (a)(6), shall be deemed to be the principal executive office of the foreign LLC for purposes of the compliance with § 48-249-113 by the secretary of state.
Acts 2005, ch. 286, § 1; 2009, ch. 349, § 7; 2010, ch. 741, § 44; 2011, ch. 99, § 17.
Tenn. Code Ann. § 48-17-207 — TN Code / Title 48 / Chapter 17 / Section 48-17-207
Action by single and multiple voting groups
Status: in_force

(a) If the charter or chapters 11-27 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by the voting group as provided in § 48-17-206 . (b) If the charter or chapters 11-27 of this title provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 48-17-206 . Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. Acts 1986, ch. 887, § 7.26.
(a) If the charter or chapters 11-27 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by the voting group as provided in § 48-17-206 .
(b) If the charter or chapters 11-27 of this title provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 48-17-206 . Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Acts 1986, ch. 887, § 7.26.
Tenn. Code Ann. § 48-64-101 — TN Code / Title 48 / Chapter 64 / Section 48-64-101
Dissolution by incorporators or directors
Status: in_force

(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the charter or bylaws, dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) A statement that the corporation has no members; and (4) A statement that a majority of the incorporators or directors authorized the dissolution and the date dissolution was thus authorized. (b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with § 48-58-203(c) . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (d) If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108 , the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers shall have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim. Acts 1987, ch. 242, § 14.01; 1989, ch. 445, § 10; 2010, ch. 741, § 15.
(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the charter or bylaws, dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) A statement that the corporation has no members; and (4) A statement that a majority of the incorporators or directors authorized the dissolution and the date dissolution was thus authorized.
(1) The name of the corporation;
(2) The date of its incorporation;
(3) A statement that the corporation has no members; and
(4) A statement that a majority of the incorporators or directors authorized the dissolution and the date dissolution was thus authorized.
(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with § 48-58-203(c) . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
(d) If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108 , the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers shall have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1987, ch. 242, § 14.01; 1989, ch. 445, § 10; 2010, ch. 741, § 15.
Tenn. Code Ann. § 48-17-301 — TN Code / Title 48 / Chapter 17 / Section 48-17-301
Voting trusts
Status: in_force

(a) One (1) stockholder, or two (2) or more stockholders by agreement, may in writing deposit capital stock of an original issue with or transfer capital stock to any person or entity authorized to act as trustee, for the purpose of vesting in the person or entity, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement. The agreement may contain any other lawful provisions not inconsistent with such purpose. After delivery of a copy of the agreement to the registered office of the corporation in this state or the principal place of business of the corporation, which copy must be open to the inspection of any stockholder of the corporation or any beneficiary of the trust under the agreement daily during business hours, certificates of stock or uncertificated stock must be issued to the voting trustee or trustees to represent any stock of an original issue so deposited with such voting trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the voting trustee or trustees must be surrendered and cancelled and new certificates or uncertificated stock must be issued to the voting trustee or trustees. A certificate so issued must state that it is issued pursuant to such agreement, and that fact must also be stated in the stock ledger of the corporation. The voting trustee or trustees may vote the stock so issued or transferred during the period specified in the agreement. Stock standing in the name of the voting trustee or trustees may be voted either in person or by proxy, and in voting the stock, the voting trustee or trustees shall not incur responsibility as stockholder, trustee, or otherwise, except for their own individual malfeasance. In any case where two (2) or more persons or entities are designated as voting trustees, and the right and method of voting any stock standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote the stock and the manner of voting it at the meeting shall be determined by a majority of the trustees, or if the trustees are equally divided as to the right and manner of voting the stock in any particular case, the vote of the stock in such case must be divided equally among the trustees. (b) Any amendment to a voting trust agreement must be made by a written agreement, a copy of which must be delivered to the registered office of the corporation in this state or principal place of business of the corporation. (c) This section does not invalidate any voting or other agreement among stockholders or any irrevocable proxy that is not otherwise illegal. Amended by 2022 Tenn. Acts, ch. 877, s 18, eff. 4/14/2022. Acts 1986, ch. 887, § 7.30.
(a) One (1) stockholder, or two (2) or more stockholders by agreement, may in writing deposit capital stock of an original issue with or transfer capital stock to any person or entity authorized to act as trustee, for the purpose of vesting in the person or entity, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement. The agreement may contain any other lawful provisions not inconsistent with such purpose. After delivery of a copy of the agreement to the registered office of the corporation in this state or the principal place of business of the corporation, which copy must be open to the inspection of any stockholder of the corporation or any beneficiary of the trust under the agreement daily during business hours, certificates of stock or uncertificated stock must be issued to the voting trustee or trustees to represent any stock of an original issue so deposited with such voting trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the voting trustee or trustees must be surrendered and cancelled and new certificates or uncertificated stock must be issued to the voting trustee or trustees. A certificate so issued must state that it is issued pursuant to such agreement, and that fact must also be stated in the stock ledger of the corporation. The voting trustee or trustees may vote the stock so issued or transferred during the period specified in the agreement. Stock standing in the name of the voting trustee or trustees may be voted either in person or by proxy, and in voting the stock, the voting trustee or trustees shall not incur responsibility as stockholder, trustee, or otherwise, except for their own individual malfeasance. In any case where two (2) or more persons or entities are designated as voting trustees, and the right and method of voting any stock standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote the stock and the manner of voting it at the meeting shall be determined by a majority of the trustees, or if the trustees are equally divided as to the right and manner of voting the stock in any particular case, the vote of the stock in such case must be divided equally among the trustees.
(b) Any amendment to a voting trust agreement must be made by a written agreement, a copy of which must be delivered to the registered office of the corporation in this state or principal place of business of the corporation.
(c) This section does not invalidate any voting or other agreement among stockholders or any irrevocable proxy that is not otherwise illegal.
Amended by 2022 Tenn. Acts, ch. 877, s 18, eff. 4/14/2022.
Acts 1986, ch. 887, § 7.30.
Tenn. Code Ann. § 48-248-103 — TN Code / Title 48 / Chapter 248 / Section 48-248-103
Formation
Status: in_force

(a) One (1) or more persons acting as organizers may form a PLLC by delivering to the secretary of state for filing articles that also state it is a PLLC; its purpose is to render specified professional services; and a statement that the PLLC has one (1) or more qualified persons as members and no disqualified persons as members. (b) An LLC organized under a general law of this state whose articles have not been repealed by chapters 201-248 of this title may elect professional LLC status by amending its articles to comply with subsection (a) and § 48-248-301 . Acts 1994, ch. 868, § 1; 2000, ch. 587, § 1.
(a) One (1) or more persons acting as organizers may form a PLLC by delivering to the secretary of state for filing articles that also state it is a PLLC; its purpose is to render specified professional services; and a statement that the PLLC has one (1) or more qualified persons as members and no disqualified persons as members.
(b) An LLC organized under a general law of this state whose articles have not been repealed by chapters 201-248 of this title may elect professional LLC status by amending its articles to comply with subsection (a) and § 48-248-301 .
Acts 1994, ch. 868, § 1; 2000, ch. 587, § 1.
Tenn. Code Ann. § 48-14-102 — TN Code / Title 48 / Chapter 14 / Section 48-14-102
Reserved name
Status: repealed

(a) A person may reserve the exclusive use of a corporate name, including an assumed corporate name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for meets the requirements of § 48-14-101 and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name. (b) The owner of a reserved corporate name, including an assumed corporate name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee. (c) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Acts 1986, ch. 887, § 4.02; 1987, ch. 273, § 27; 1989, ch. 451, § 5.
(a) A person may reserve the exclusive use of a corporate name, including an assumed corporate name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for meets the requirements of § 48-14-101 and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
(b) The owner of a reserved corporate name, including an assumed corporate name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(c) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1986, ch. 887, § 4.02; 1987, ch. 273, § 27; 1989, ch. 451, § 5.
Tenn. Code Ann. § 48-24-204 — TN Code / Title 48 / Chapter 24 / Section 48-24-204
Appeal from denial of reinstatement
Status: in_force

(a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial is perfected. The corporation 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 corporation'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 corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. Acts 1986, ch. 887, § 14.23.
(a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial is perfected. The corporation 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 corporation'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 corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
Acts 1986, ch. 887, § 14.23.
Tenn. Code Ann. § 48-60-107 — TN Code / Title 48 / Chapter 60 / Section 48-60-107
Amendment of charter pursuant to reorganization
Status: in_force

(a) A corporation's charter may be amended without action by the board of directors, members or any other person pursuant to § 48-60-301 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the charter after amendment contains only provisions required or permitted by § 48-52-102 . (b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. Amended by 2014 Tenn. Acts, ch. 899,s 60, eff. 1/1/2015. Acts 1987, ch. 242, § 10.07.
(a) A corporation's charter may be amended without action by the board of directors, members or any other person pursuant to § 48-60-301 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the charter after amendment contains only provisions required or permitted by § 48-52-102 .
(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute.
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Amended by 2014 Tenn. Acts, ch. 899,s 60, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.07.
Tenn. Code Ann. § 48-17-101 — TN Code / Title 48 / Chapter 17 / Section 48-17-101
Annual meeting
Status: in_force

(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 48-17-104 , a corporation shall hold a meeting of shareholders annually at a time stated in, or fixed in accordance with, the bylaws. (b) Annual shareholders' 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) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. Acts 1986, ch. 887, § 7.01; 2012, ch. 1051, § 23.
(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 48-17-104 , a corporation shall hold a meeting of shareholders annually at a time stated in, or fixed in accordance with, the bylaws.
(b) Annual shareholders' 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) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Acts 1986, ch. 887, § 7.01; 2012, ch. 1051, § 23.
Tenn. Code Ann. § 48-248-408 — TN Code / Title 48 / Chapter 248 / Section 48-248-408
Cessation of professional services
Status: in_force

If a PLLC ceases to render professional services, it must amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of chapters 207 and 246 of this title. After the amendment becomes effective, the PLLC may continue in existence as an LLC under chapters 201-248 of this title and it is no longer subject to this chapter. Acts 1994, ch. 868, § 1.
If a PLLC ceases to render professional services, it must amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of chapters 207 and 246 of this title. After the amendment becomes effective, the PLLC may continue in existence as an LLC under chapters 201-248 of this title and it is no longer subject to this chapter.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-102-201 — TN Code / Title 48 / Chapter 102 / Section 48-102-201
Privileges and benefits generally
Status: in_force

The order of freemasons shall be entitled to all the privileges and benefits of part 1 of this chapter to the same extent and upon the same conditions, except that the subordinate lodges of Free and Accepted Masonry, as chartered by the grand lodge of the state of Tennessee, are authorized to sell and convey their real property without the permission of the grand lodge or the grand master. Acts 1847-1848, ch. 60, § 4; Shan., § 2577a7; Code 1932, § 4422; Acts 1967, ch. 38, § 1; T.C.A. (orig. ed.), §§ 48-1503, 48-1505, 48-1509, 48-4-201.
The order of freemasons shall be entitled to all the privileges and benefits of part 1 of this chapter to the same extent and upon the same conditions, except that the subordinate lodges of Free and Accepted Masonry, as chartered by the grand lodge of the state of Tennessee, are authorized to sell and convey their real property without the permission of the grand lodge or the grand master.
Acts 1847-1848, ch. 60, § 4; Shan., § 2577a7; Code 1932, § 4422; Acts 1967, ch. 38, § 1; T.C.A. (orig. ed.), §§ 48-1503, 48-1505, 48-1509, 48-4-201.
Tenn. Code Ann. § 48-101-625 — TN Code / Title 48 / Chapter 101 / Section 48-101-625
Foreign professional corporation - Requirements for obtaining a certificate of authority
Status: in_force

(a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) A foreign professional corporation may not obtain a certificate of authority unless: (1) Its corporate name satisfies the requirements of § 48-101-609 ; (2) It is incorporated for one (1) or more of the purposes described in § 48-101-605 ; and (3) All of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter. (c) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-625.
(a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) A foreign professional corporation may not obtain a certificate of authority unless: (1) Its corporate name satisfies the requirements of § 48-101-609 ; (2) It is incorporated for one (1) or more of the purposes described in § 48-101-605 ; and (3) All of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter.
(1) Its corporate name satisfies the requirements of § 48-101-609 ;
(2) It is incorporated for one (1) or more of the purposes described in § 48-101-605 ; and
(3) All of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter.
(c) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-625.
Tenn. Code Ann. § 48-238-103 — TN Code / Title 48 / Chapter 238 / Section 48-238-103
Agency of members in a member-managed LLC
Status: in_force

(a) Unless the articles otherwise provide, if an LLC is member-managed, every member is an agent of the LLC for the purpose of its business, and the act of every member, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the business of the LLC of which such member is a member, binds the LLC, unless the member so acting has in fact no authority to act for the LLC in the particular matter, and the person with whom the member is dealing has knowledge of the fact that the member has no such authority. (b) An act of a member which is not apparently for carrying on of the business of the LLC in the usual way does not bind the LLC unless authorized by the other members. (c) Unless authorized by the other members, no single member or group of members less than all the members shall have authority to: (1) Dispose of the goodwill of the business; (2) Do any other act which would make it impossible to carry on the ordinary business of the LLC; (3) Confess a judgment; or (4) Submit an LLC claim or liability to arbitration or reference. (d) No act of a member in contravention of a restriction on such member's authority shall bind the LLC to persons having knowledge of the restriction. Acts 1994, ch. 868, § 1.
(a) Unless the articles otherwise provide, if an LLC is member-managed, every member is an agent of the LLC for the purpose of its business, and the act of every member, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the business of the LLC of which such member is a member, binds the LLC, unless the member so acting has in fact no authority to act for the LLC in the particular matter, and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.
(b) An act of a member which is not apparently for carrying on of the business of the LLC in the usual way does not bind the LLC unless authorized by the other members.
(c) Unless authorized by the other members, no single member or group of members less than all the members shall have authority to: (1) Dispose of the goodwill of the business; (2) Do any other act which would make it impossible to carry on the ordinary business of the LLC; (3) Confess a judgment; or (4) Submit an LLC claim or liability to arbitration or reference.
(1) Dispose of the goodwill of the business;
(2) Do any other act which would make it impossible to carry on the ordinary business of the LLC;
(3) Confess a judgment; or
(4) Submit an LLC claim or liability to arbitration or reference.
(d) No act of a member in contravention of a restriction on such member's authority shall bind the LLC to persons having knowledge of the restriction.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-11-102 — TN Code / Title 48 / Chapter 11 / Section 48-11-102
Reservation of power to amend or repeal
Status: in_force

The general assembly has the power to amend or repeal all or part of chapters 11-27 of this title at any time, and all domestic and foreign corporations subject to chapters 11-27 of this title shall be governed by the amendment or repeal. Acts 1986, ch. 887, § 1.02.
The general assembly has the power to amend or repeal all or part of chapters 11-27 of this title at any time, and all domestic and foreign corporations subject to chapters 11-27 of this title shall be governed by the amendment or repeal.
Acts 1986, ch. 887, § 1.02.
Tenn. Code Ann. § 48-58-103 — TN Code / Title 48 / Chapter 58 / Section 48-58-103
Number of directors
Status: in_force

(a) A board of directors must consist of three (3) or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws. (b) The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to, or in the manner prescribed in, the charter or bylaws. Acts 1987, ch. 242, § 8.03.
(a) A board of directors must consist of three (3) or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws.
(b) The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to, or in the manner prescribed in, the charter or bylaws.
Acts 1987, ch. 242, § 8.03.
Tenn. Code Ann. § 48-101-119 — TN Code / Title 48 / Chapter 101 / Section 48-101-119
Amendment of charter
Status: in_force

The charter may be amended by the votes of the stockholders and members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds (2/3) of the votes to which the stockholders shall be entitled and two thirds (2/3) of the votes to which the members shall be entitled; provided, that no amendment of the charter which is inconsistent with the general purposes expressed herein or which authorizes any additional class of capital stock to be issued or which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, interest rate, maturity date, or in the security or credit position, of any outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership of the corporation as provided in § 48-101-111 , or affects a member's voting rights as provided in § 48-101-112 , shall be made without the consent of each member affected by such amendment. Amendment of the charter shall be completed in the same manner as provided for the corporate entity in § 48-101-104 . Acts 1959, ch. 170, § 10; T.C.A., §§ 48-1719, 48-3-119.
The charter may be amended by the votes of the stockholders and members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds (2/3) of the votes to which the stockholders shall be entitled and two thirds (2/3) of the votes to which the members shall be entitled; provided, that no amendment of the charter which is inconsistent with the general purposes expressed herein or which authorizes any additional class of capital stock to be issued or which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, interest rate, maturity date, or in the security or credit position, of any outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership of the corporation as provided in § 48-101-111 , or affects a member's voting rights as provided in § 48-101-112 , shall be made without the consent of each member affected by such amendment. Amendment of the charter shall be completed in the same manner as provided for the corporate entity in § 48-101-104 .
Acts 1959, ch. 170, § 10; T.C.A., §§ 48-1719, 48-3-119.
Tenn. Code Ann. § 48-101-704 — TN Code / Title 48 / Chapter 101 / Section 48-101-704
Organization as a nonprofit LLC
Status: in_force

A nonprofit corporation may organize a nonprofit LLC by filing articles of organization prominently designating it as a nonprofit limited liability company with the office of the secretary of state consistent with the Tennessee Limited Liability Company Act; provided, that an LLC shall qualify as a nonprofit LLC only if the LLC is disregarded as an entity for federal income tax purposes. No more than one (1) nonprofit corporation may be a member of a nonprofit LLC. Acts 2001, ch. 418, § 1.
A nonprofit corporation may organize a nonprofit LLC by filing articles of organization prominently designating it as a nonprofit limited liability company with the office of the secretary of state consistent with the Tennessee Limited Liability Company Act; provided, that an LLC shall qualify as a nonprofit LLC only if the LLC is disregarded as an entity for federal income tax purposes. No more than one (1) nonprofit corporation may be a member of a nonprofit LLC.
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-249-1104 — TN Code / Title 48 / Chapter 249 / Section 48-249-1104
Purposes
Status: in_force

(a) Single profession. Except to the extent authorized by subsection (b) and § 48-249-1109 , a PLLC may be formed, and professional LLC status of an LLC may be elected, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession. (b) Multiple professions. A PLLC may be formed, and professional LLC status of an LLC may be elected, for the purpose of rendering professional services within two (2) or more professions and for the purpose of engaging in any lawful business authorized by this chapter, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination. (c) Other states. Notwithstanding subsections (a) and (b), if a PLLC is formed, or professional LLC status of an LLC is elected, to provide professional services in states other than this state, such PLLC may be formed, or professional LLC status of such LLC may be elected, for the purpose of rendering professional services permitted by the licensing boards of the other states in which it will operate. Such PLLC, or LLC for which professional LLC status has been elected, shall, nevertheless, be required to file reports and other information, as may be required by the applicable licensing authorities of this state, to establish or confirm that such PLLC, or LLC for which professional LLC status has been elected, is not providing unauthorized professional services in this state. Acts 2005, ch. 286, § 1.
(a) Single profession. Except to the extent authorized by subsection (b) and § 48-249-1109 , a PLLC may be formed, and professional LLC status of an LLC may be elected, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession.
(b) Multiple professions. A PLLC may be formed, and professional LLC status of an LLC may be elected, for the purpose of rendering professional services within two (2) or more professions and for the purpose of engaging in any lawful business authorized by this chapter, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.
(c) Other states. Notwithstanding subsections (a) and (b), if a PLLC is formed, or professional LLC status of an LLC is elected, to provide professional services in states other than this state, such PLLC may be formed, or professional LLC status of such LLC may be elected, for the purpose of rendering professional services permitted by the licensing boards of the other states in which it will operate. Such PLLC, or LLC for which professional LLC status has been elected, shall, nevertheless, be required to file reports and other information, as may be required by the applicable licensing authorities of this state, to establish or confirm that such PLLC, or LLC for which professional LLC status has been elected, is not providing unauthorized professional services in this state.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-60-101 — TN Code / Title 48 / Chapter 60 / Section 48-60-101
Authority to amend
Status: in_force

(a) A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment. (b) Except as provided in § 48-56-202(b) , a member of the corporation does not have a vested property right resulting from any provision in the charter or bylaws. Acts 1987, ch. 242, § 10.01.
(a) A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment.
(b) Except as provided in § 48-56-202(b) , a member of the corporation does not have a vested property right resulting from any provision in the charter or bylaws.
Acts 1987, ch. 242, § 10.01.
Tenn. Code Ann. § 48-25-301 — TN Code / Title 48 / Chapter 25 / Section 48-25-301
Grounds for revocation
Status: in_force

The secretary of state may commence a proceeding under § 48-25-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) The foreign corporation is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign corporation does not inform the secretary of state under § 48-25-108 or § 48-25-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance; (4) The name of the foreign corporation contained in a document filed pursuant to chapters 11-27 of this title fails to comply with § 48-25-106 ; (5) An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; (6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, stating that it has been dissolved or has disappeared as the result of a merger; (7) The foreign corporation is exceeding the authority conferred upon it by this chapter; or (8) The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment. Acts 1986, ch. 887, § 15.30; 1987, ch. 273, § 42; 1989, ch. 451, § 28.
The secretary of state may commence a proceeding under § 48-25-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2) The foreign corporation is without a registered agent or registered office in this state for two (2) months or more;
(3) The foreign corporation does not inform the secretary of state under § 48-25-108 or § 48-25-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance;
(4) The name of the foreign corporation contained in a document filed pursuant to chapters 11-27 of this title fails to comply with § 48-25-106 ;
(5) An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, stating that it has been dissolved or has disappeared as the result of a merger;
(7) The foreign corporation is exceeding the authority conferred upon it by this chapter; or
(8) The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment.
Acts 1986, ch. 887, § 15.30; 1987, ch. 273, § 42; 1989, ch. 451, § 28.
Tenn. Code Ann. § 48-204-102 — TN Code / Title 48 / Chapter 204 / Section 48-204-102
Effect of conversion
Status: in_force

(a) A general or limited partnership that has been converted pursuant to § 48-204-101 shall be deemed for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting general or limited partnership remains vested in the converted entity; (2) All obligations of the converting general or limited partnership continue as obligations of the converted entity; and (3) An action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred. (c) The converting general or limited partnership shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such general or limited partnership. (d) The partnership interests of the partners in the converting partnership, including interests in capital accounts, profits, losses and distributions, unless otherwise agreed to by the unanimous consent of all partners or such other number or percentage as provided in the partnership agreement, shall become the membership interests of the members in the converted entity, unless the articles of conversion or the operating agreement otherwise provide. Acts 1994, ch. 868, § 1; 1999, ch. 455, § 5.
(a) A general or limited partnership that has been converted pursuant to § 48-204-101 shall be deemed for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect: (1) All property owned by the converting general or limited partnership remains vested in the converted entity; (2) All obligations of the converting general or limited partnership continue as obligations of the converted entity; and (3) An action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred.
(1) All property owned by the converting general or limited partnership remains vested in the converted entity;
(2) All obligations of the converting general or limited partnership continue as obligations of the converted entity; and
(3) An action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred.
(c) The converting general or limited partnership shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such general or limited partnership.
(d) The partnership interests of the partners in the converting partnership, including interests in capital accounts, profits, losses and distributions, unless otherwise agreed to by the unanimous consent of all partners or such other number or percentage as provided in the partnership agreement, shall become the membership interests of the members in the converted entity, unless the articles of conversion or the operating agreement otherwise provide.
Acts 1994, ch. 868, § 1; 1999, ch. 455, § 5.
Tenn. Code Ann. § 48-17-102 — TN Code / Title 48 / Chapter 17 / Section 48-17-102
Special meeting
Status: in_force

(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or (2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under § 48-17-103 or § 48-17-107 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (c) Special shareholders' 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 or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. (d) Only business within the purpose or purposes described in the meeting notice required by § 48-17-105(c) may be conducted at a special shareholders' meeting. Acts 1986, ch. 887, § 7.02; 1989, ch. 451, § 10.
(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or (2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or
(2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) If not otherwise fixed under § 48-17-103 or § 48-17-107 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' 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 or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice required by § 48-17-105(c) may be conducted at a special shareholders' meeting.
Acts 1986, ch. 887, § 7.02; 1989, ch. 451, § 10.
Tenn. Code Ann. § 48-209-107 — TN Code / Title 48 / Chapter 209 / Section 48-209-107
Effect of amendment
Status: in_force

An amendment to the articles does not affect a cause of action existing against or in favor of the LLC, a proceeding to which the LLC is a party or the existing rights of persons other than members of the LLC. An amendment changing an LLC's name does not abate a proceeding brought by or against the LLC in its former name. Acts 1994, ch. 868, § 1.
An amendment to the articles does not affect a cause of action existing against or in favor of the LLC, a proceeding to which the LLC is a party or the existing rights of persons other than members of the LLC. An amendment changing an LLC's name does not abate a proceeding brought by or against the LLC in its former name.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-102-202 — TN Code / Title 48 / Chapter 102 / Section 48-102-202
Ownership of real property
Status: in_force

The officers and members of a masonic lodge may purchase or take by deed such quantity of ground for the purpose of building a hall or temple, or for a burial place, as may be necessary. The deed shall vest the legal title to the same in such officers and members and their successors. Code 1858, § 1516 (deriv. Acts 1817, ch. 154); Shan., § 2571; mod. Code 1932, § 4410; T.C.A. (orig. ed.), §§ 48-1510, 48-4-202.
The officers and members of a masonic lodge may purchase or take by deed such quantity of ground for the purpose of building a hall or temple, or for a burial place, as may be necessary. The deed shall vest the legal title to the same in such officers and members and their successors.
Code 1858, § 1516 (deriv. Acts 1817, ch. 154); Shan., § 2571; mod. Code 1932, § 4410; T.C.A. (orig. ed.), §§ 48-1510, 48-4-202.
Tenn. Code Ann. § 48-65-107 — TN Code / Title 48 / Chapter 65 / Section 48-65-107
Registered office and registered agent of foreign corporation
Status: in_force

Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be the same as its place 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 4, eff. 7/1/2023. Acts 1987, ch. 242, § 15.07.
Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1) A registered office that may be the same as its place 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 4, eff. 7/1/2023.
Acts 1987, ch. 242, § 15.07.
Tenn. Code Ann. § 48-17-106 — TN Code / Title 48 / Chapter 17 / Section 48-17-106
Waiver of notice
Status: in_force

(a) A shareholder may waive any notice required by chapters 11-27 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon the shareholder's arrival) objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. Acts 1986, ch. 887, § 7.06.
(a) A shareholder may waive any notice required by chapters 11-27 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon the shareholder's arrival) objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon the shareholder's arrival) objects to holding the meeting or transacting business at the meeting; and
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Acts 1986, ch. 887, § 7.06.
Tenn. Code Ann. § 48-249-1127 — TN Code / Title 48 / Chapter 249 / Section 48-249-1127
Delivery of articles or certificate of authority to licensing authority
Status: in_force

A domestic PLLC may not render professional services in this state until it delivers a certified copy of its articles to each licensing authority with jurisdiction over a professional service described in the articles, and a foreign PLLC may not render professional services in this state until it delivers a certified copy of its certificate of authority to transact business in this state to each licensing authority with jurisdiction over a professional service described in the certificate of authority. Acts 2005, ch. 286, § 1.
A domestic PLLC may not render professional services in this state until it delivers a certified copy of its articles to each licensing authority with jurisdiction over a professional service described in the articles, and a foreign PLLC may not render professional services in this state until it delivers a certified copy of its certificate of authority to transact business in this state to each licensing authority with jurisdiction over a professional service described in the certificate of authority.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-60-201 — TN Code / Title 48 / Chapter 60 / Section 48-60-201
Amendment of bylaws by board of directors
Status: in_force

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws, subject to any approval required pursuant to § 48-60-301 . The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with § 48-58-203 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. Acts 1987, ch. 242, § 10.20.
If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws, subject to any approval required pursuant to § 48-60-301 . The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with § 48-58-203 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
Acts 1987, ch. 242, § 10.20.
Tenn. Code Ann. § 48-17-206 — TN Code / Title 48 / Chapter 17 / Section 48-17-206
Quorum and voting requirements for voting groups
Status: in_force

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the charter or chapters 11-27 of this title provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If a quorum of the shares entitled to vote as a voting group shall fail to be obtained at any meeting, the chair of the meeting or the holders of a majority of the shares of such voting group who are present, in person or by proxy, may adjourn the meeting to another place, date or time and no notice of such place, date or time need be given except as required in § 48-17-105(e) . (b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter or chapters 11-27 of this title requires a greater number of affirmative votes. (d) A charter amendment adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by § 48-17-208 . (e) The election of directors is governed by § 48-17-209 . Acts 1986, ch. 887, § 7.25; 1994, ch. 776, § 28.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the charter or chapters 11-27 of this title provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If a quorum of the shares entitled to vote as a voting group shall fail to be obtained at any meeting, the chair of the meeting or the holders of a majority of the shares of such voting group who are present, in person or by proxy, may adjourn the meeting to another place, date or time and no notice of such place, date or time need be given except as required in § 48-17-105(e) .
(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter or chapters 11-27 of this title requires a greater number of affirmative votes.
(d) A charter amendment adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by § 48-17-208 .
(e) The election of directors is governed by § 48-17-209 .
Acts 1986, ch. 887, § 7.25; 1994, ch. 776, § 28.
Tenn. Code Ann. § 48-55-104 — TN Code / Title 48 / Chapter 55 / Section 48-55-104
Service on corporation
Status: in_force

(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) Whenever a domestic or foreign corporation authorized to transact business or conduct affairs in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice, or demand may be served. (c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation. Acts 1987, ch. 242, § 5.04.
(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b) Whenever a domestic or foreign corporation authorized to transact business or conduct affairs in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice, or demand may be served.
(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
Acts 1987, ch. 242, § 5.04.
Tenn. Code Ann. § 48-103-402 — TN Code / Title 48 / Chapter 103 / Section 48-103-402
Public policy
Status: in_force

The general assembly hereby finds and declares the following to be the public policy of this state: (1) "Authorized corporations," as defined in § 48-103-403 , have a substantial presence in Tennessee and, through their ongoing business operations in Tennessee, represent and affect a variety of constituencies, including shareholders, employees, customers, suppliers and local communities and their economies, whose welfare is vital to this state's interest; (2) Takeovers of such authorized corporations can harm the economy of this state by weakening corporate performance and causing unemployment, plant closings, reduced charitable donations, declining population base, reduced income to fee-supported local government services, reduced tax base and reduced income to other businesses; (3) The state has a substantial and legitimate interest in providing to these authorized corporations the benefits of the Tennessee Business Combination Act, compiled in part 2 of this chapter, and the Tennessee Control Share Acquisition Act, compiled in part 3 of this chapter, which promote and encourage long-term growth and stability of such authorized corporations. Acts 1988, ch. 500, § 22; T.C.A., § 48-35-402.
The general assembly hereby finds and declares the following to be the public policy of this state:
(1) "Authorized corporations," as defined in § 48-103-403 , have a substantial presence in Tennessee and, through their ongoing business operations in Tennessee, represent and affect a variety of constituencies, including shareholders, employees, customers, suppliers and local communities and their economies, whose welfare is vital to this state's interest;
(2) Takeovers of such authorized corporations can harm the economy of this state by weakening corporate performance and causing unemployment, plant closings, reduced charitable donations, declining population base, reduced income to fee-supported local government services, reduced tax base and reduced income to other businesses;
(3) The state has a substantial and legitimate interest in providing to these authorized corporations the benefits of the Tennessee Business Combination Act, compiled in part 2 of this chapter, and the Tennessee Control Share Acquisition Act, compiled in part 3 of this chapter, which promote and encourage long-term growth and stability of such authorized corporations.
Acts 1988, ch. 500, § 22; T.C.A., § 48-35-402.
Tenn. Code Ann. § 48-249-1130 — TN Code / Title 48 / Chapter 249 / Section 48-249-1130
Jurisdiction of licensing authority
Status: in_force

This part does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct, except that, notwithstanding any other provision of this chapter, this part expressly provides that persons engaged in a professional service are expressly authorized to form or elect professional LLC status for a PLLC in which to conduct their business and limit their liability for the acts of others. Acts 2005, ch. 286, § 1.
This part does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct, except that, notwithstanding any other provision of this chapter, this part expressly provides that persons engaged in a professional service are expressly authorized to form or elect professional LLC status for a PLLC in which to conduct their business and limit their liability for the acts of others.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-209-102 — TN Code / Title 48 / Chapter 209 / Section 48-209-102
Amendment by board of governors
Status: in_force

Unless the articles provide otherwise, the board of governors of a board-managed LLC may adopt one (1) or more amendments to the LLC's articles without member action to: (1) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (2) Designate or change the address of the principal office of the LLC; (3) Change the LLC's name by substituting the words "limited liability company" or the abbreviation "LLC," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name; (4) Designate the street address and zip code of the LLC's current registered office, the county in which the office is located, and the name of its current registered agent at the office; (5) Delete the initial principal office, if an annual report is on file with the secretary of state; or (6) Make any other change expressly permitted by chapters 201-248 of this title to be made without member action. Acts 1994, ch. 868, § 1.
Unless the articles provide otherwise, the board of governors of a board-managed LLC may adopt one (1) or more amendments to the LLC's articles without member action to:
(1) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(2) Designate or change the address of the principal office of the LLC;
(3) Change the LLC's name by substituting the words "limited liability company" or the abbreviation "LLC," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(4) Designate the street address and zip code of the LLC's current registered office, the county in which the office is located, and the name of its current registered agent at the office;
(5) Delete the initial principal office, if an annual report is on file with the secretary of state; or
(6) Make any other change expressly permitted by chapters 201-248 of this title to be made without member action.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-221-101 — TN Code / Title 48 / Chapter 221 / Section 48-221-101
Preemptive rights
Status: in_force

(a) Presumption and Modification. Unless otherwise provided in the articles, members and parties, other than the LLC, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles provide for the possibility of preemptive rights, such rights shall be granted on the terms and conditions prescribed in the articles or operating agreement to provide a fair and reasonable opportunity to exercise the rights to acquire additional proportional interests. (b) Definition. A preemptive right is the right of a member to make contributions of a certain amount or to make a contribution allowance agreement specifying future contributions of a certain amount before the LLC may accept new contributions from other persons or to make contribution allowance agreements with other persons. (c) Exemptions. No preemptive rights arise as to contributions to be accepted from others or as to contribution allowance agreements to be made with others when the contribution is to be made: (1) In a form other than money; (2) Reflected pursuant to a plan of merger or exchange; (3) Reflected pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote; (4) Pursuant to a previously made contribution allowance agreement; or (5) Reflected pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a statute of this state or of the United States. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 30.
(a) Presumption and Modification. Unless otherwise provided in the articles, members and parties, other than the LLC, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles provide for the possibility of preemptive rights, such rights shall be granted on the terms and conditions prescribed in the articles or operating agreement to provide a fair and reasonable opportunity to exercise the rights to acquire additional proportional interests.
(b) Definition. A preemptive right is the right of a member to make contributions of a certain amount or to make a contribution allowance agreement specifying future contributions of a certain amount before the LLC may accept new contributions from other persons or to make contribution allowance agreements with other persons.
(c) Exemptions. No preemptive rights arise as to contributions to be accepted from others or as to contribution allowance agreements to be made with others when the contribution is to be made: (1) In a form other than money; (2) Reflected pursuant to a plan of merger or exchange; (3) Reflected pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote; (4) Pursuant to a previously made contribution allowance agreement; or (5) Reflected pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a statute of this state or of the United States.
(1) In a form other than money;
(2) Reflected pursuant to a plan of merger or exchange;
(3) Reflected pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote;
(4) Pursuant to a previously made contribution allowance agreement; or
(5) Reflected pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a statute of this state or of the United States.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 30.
Tenn. Code Ann. § 48-68-206 — TN Code / Title 48 / Chapter 68 / Section 48-68-206
Considerations in making decision regarding proposed transaction
Status: in_force

In making a decision whether to object to a proposed public benefit hospital conveyance transaction, the attorney general and reporter shall consider: (1) Whether the public benefit hospital entity will receive full and fair market value for its charitable or social welfare assets; (2) Whether the fair market value of the public benefit hospital entity's assets to be transferred has been manipulated by the actions of the parties in a manner that causes the fair market value of the assets to decrease; (3) Whether the proceeds of the proposed public benefit hospital conveyance transaction will be used consistent with the trust under which the assets are held by the public benefit hospital entity; (4) Whether the proceeds are used by a county or municipality for general or special revenue obligations not expressly provided for when the hospital was established; (5) Whether the proceeds will be controlled as funds independently of the acquiring or related entities; provided, however, no proceeds shall be returned to any county or municipal government except to the extent necessary to pay lawful obligations to such county or municipal government; (6) Whether the proposed public benefit hospital conveyance transaction will result in a breach of fiduciary duty, as determined by the attorney general and reporter, including conflicts of interest related to payments or benefits to officers, directors, board members, executives and experts employed or retained by the parties; (7) Whether the governing body of the public benefit hospital entity exercised due diligence in deciding to dispose of the public benefit hospital entity's assets, selecting the acquiring entity, and negotiating the terms and conditions of the disposition; (8) Whether the public benefit hospital conveyance transaction will result in private inurement to any person; (9) Whether health care providers will be offered the opportunity to invest or own an interest in the acquiring entity or a related party, and whether procedures or safeguards are in place to avoid conflict of interest in patient referrals; (10) Whether the terms of any management or services contract negotiated in conjunction with the proposed public benefit hospital conveyance transaction are reasonable; (11) Whether any foundation established to hold the proceeds of the public benefit hospital conveyance transaction will be broadly based in the community and be representative of the affected community, taking into consideration the structure and governance of the foundation; (12) Whether the attorney general and reporter has been provided with sufficient information and data by the public benefit hospital entity to adequately evaluate the proposed public benefit hospital conveyance transaction or the effects of the transaction on the public; provided, that the attorney general and reporter has notified the public benefit hospital entity or the acquiring entity of any inadequacy of the information or data and has provided a reasonable opportunity to remedy the inadequacy; and (13) Any other criteria the attorney general and reporter considers necessary to determine whether the public benefit hospital entity will receive full and fair market value for its assets to be transferred, as required in rules adopted by the attorney general and reporter under § 48-68-208 . Acts 2006, ch. 930, § 7; 2012, ch. 929, §§ 1, 2.
In making a decision whether to object to a proposed public benefit hospital conveyance transaction, the attorney general and reporter shall consider:
(1) Whether the public benefit hospital entity will receive full and fair market value for its charitable or social welfare assets;
(2) Whether the fair market value of the public benefit hospital entity's assets to be transferred has been manipulated by the actions of the parties in a manner that causes the fair market value of the assets to decrease;
(3) Whether the proceeds of the proposed public benefit hospital conveyance transaction will be used consistent with the trust under which the assets are held by the public benefit hospital entity;
(4) Whether the proceeds are used by a county or municipality for general or special revenue obligations not expressly provided for when the hospital was established;
(5) Whether the proceeds will be controlled as funds independently of the acquiring or related entities; provided, however, no proceeds shall be returned to any county or municipal government except to the extent necessary to pay lawful obligations to such county or municipal government;
(6) Whether the proposed public benefit hospital conveyance transaction will result in a breach of fiduciary duty, as determined by the attorney general and reporter, including conflicts of interest related to payments or benefits to officers, directors, board members, executives and experts employed or retained by the parties;
(7) Whether the governing body of the public benefit hospital entity exercised due diligence in deciding to dispose of the public benefit hospital entity's assets, selecting the acquiring entity, and negotiating the terms and conditions of the disposition;
(8) Whether the public benefit hospital conveyance transaction will result in private inurement to any person;
(9) Whether health care providers will be offered the opportunity to invest or own an interest in the acquiring entity or a related party, and whether procedures or safeguards are in place to avoid conflict of interest in patient referrals;
(10) Whether the terms of any management or services contract negotiated in conjunction with the proposed public benefit hospital conveyance transaction are reasonable;
(11) Whether any foundation established to hold the proceeds of the public benefit hospital conveyance transaction will be broadly based in the community and be representative of the affected community, taking into consideration the structure and governance of the foundation;
(12) Whether the attorney general and reporter has been provided with sufficient information and data by the public benefit hospital entity to adequately evaluate the proposed public benefit hospital conveyance transaction or the effects of the transaction on the public; provided, that the attorney general and reporter has notified the public benefit hospital entity or the acquiring entity of any inadequacy of the information or data and has provided a reasonable opportunity to remedy the inadequacy; and
(13) Any other criteria the attorney general and reporter considers necessary to determine whether the public benefit hospital entity will receive full and fair market value for its assets to be transferred, as required in rules adopted by the attorney general and reporter under § 48-68-208 .
Acts 2006, ch. 930, § 7; 2012, ch. 929, §§ 1, 2.
Tenn. Code Ann. § 48-249-1128 — TN Code / Title 48 / Chapter 249 / Section 48-249-1128
Annual qualification statement
Status: in_force

(a) Statement if required by licensing authority. If required by a rule promulgated by the licensing authority having jurisdiction over a professional service described in the articles of a domestic PLLC or certificate of authority of a foreign PLLC, each such domestic PLLC and each such foreign PLLC that is authorized to transact business in this state shall deliver, for filing to each licensing authority having jurisdiction over a professional service described in the domestic PLLC's articles or foreign PLLC's certificate of authority, an annual statement of qualification setting forth: (1) The names and usual business addresses of its members, holders of financial rights, or their equivalents, if any, directors, or their equivalents, if any, managers, or their equivalents, if any, and officers, or their equivalents, if any; and (2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under this part. (b) Delivery date. The first qualification statement of a domestic or foreign PLLC required under this section shall be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which the domestic PLLC was formed, professional LLC status was elected for the PLLC, or the foreign PLLC was authorized to transact business in this state, as applicable. Subsequent qualification statements shall be delivered to the licensing authority between January 1 and April 1 of the following calendar years. (c) No additional information. Any information required by a licensing authority, pursuant to this section, shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require a domestic PLLC to include in its articles, filed pursuant to §§ 48-249-201 , 48-249-202 and 48-249-1103 , any information other than that which is specifically prescribed by §§ 48-249-201 , 48-249-202 and 48-249-1103 , or to require a foreign PLLC to include in its application for certificate of authority, filed pursuant to §§ 48-249-904 and 48-249-1124 , or any amendment of such certificate of authority, any information other than that which is specifically prescribed by §§ 48-249-904 and 48-249-1124 . Acts 2005, ch. 286, § 1.
(a) Statement if required by licensing authority. If required by a rule promulgated by the licensing authority having jurisdiction over a professional service described in the articles of a domestic PLLC or certificate of authority of a foreign PLLC, each such domestic PLLC and each such foreign PLLC that is authorized to transact business in this state shall deliver, for filing to each licensing authority having jurisdiction over a professional service described in the domestic PLLC's articles or foreign PLLC's certificate of authority, an annual statement of qualification setting forth: (1) The names and usual business addresses of its members, holders of financial rights, or their equivalents, if any, directors, or their equivalents, if any, managers, or their equivalents, if any, and officers, or their equivalents, if any; and (2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under this part.
(1) The names and usual business addresses of its members, holders of financial rights, or their equivalents, if any, directors, or their equivalents, if any, managers, or their equivalents, if any, and officers, or their equivalents, if any; and
(2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under this part.
(b) Delivery date. The first qualification statement of a domestic or foreign PLLC required under this section shall be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which the domestic PLLC was formed, professional LLC status was elected for the PLLC, or the foreign PLLC was authorized to transact business in this state, as applicable. Subsequent qualification statements shall be delivered to the licensing authority between January 1 and April 1 of the following calendar years.
(c) No additional information. Any information required by a licensing authority, pursuant to this section, shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require a domestic PLLC to include in its articles, filed pursuant to §§ 48-249-201 , 48-249-202 and 48-249-1103 , any information other than that which is specifically prescribed by §§ 48-249-201 , 48-249-202 and 48-249-1103 , or to require a foreign PLLC to include in its application for certificate of authority, filed pursuant to §§ 48-249-904 and 48-249-1124 , or any amendment of such certificate of authority, any information other than that which is specifically prescribed by §§ 48-249-904 and 48-249-1124 .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-245-301 — TN Code / Title 48 / Chapter 245 / Section 48-245-301
Grounds for administrative dissolution
Status: in_force

The secretary of state may commence a proceeding under § 48-245-302 to administratively dissolve the LLC if: (1) The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) The LLC is without a registered agent or registered office in this state for two (2) months or more; (3) The name of an LLC contained in a document filed pursuant to chapters 201-248 of this title fails to comply with § 48-207-101 ; (4) The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; (5) The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment; (6) A governor, manager, member or other representative of an 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; or (7) A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence. Amended by 2016 Tenn. Acts, ch. 688,s 6, eff. 7/1/2016. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 81.
The secretary of state may commence a proceeding under § 48-245-302 to administratively dissolve the LLC if:
(1) The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2) The LLC is without a registered agent or registered office in this state for two (2) months or more;
(3) The name of an LLC contained in a document filed pursuant to chapters 201-248 of this title fails to comply with § 48-207-101 ;
(4) The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5) The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment;
(6) A governor, manager, member or other representative of an 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; or
(7) A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence.
Amended by 2016 Tenn. Acts, ch. 688,s 6, eff. 7/1/2016.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 81.
Tenn. Code Ann. § 48-228-202 — TN Code / Title 48 / Chapter 228 / Section 48-228-202
Financial statements for member-managed LLCs
Status: in_force

A member or holder of financial rights of a member-managed LLC shall have access to true and full information regarding the status of the business and financial condition of the LLC. Acts 1994, ch. 868, § 1.
A member or holder of financial rights of a member-managed LLC shall have access to true and full information regarding the status of the business and financial condition of the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-246-504 — TN Code / Title 48 / Chapter 246 / Section 48-246-504
Appeal from denial of foreign LLC's reinstatement
Status: in_force

(a) If the secretary of state denies a foreign LLC's application for reinstatement following administrative revocation, the secretary of state shall serve the foreign LLC with a writing that explains the reason or reasons for denial. (b) The foreign LLC may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the writing by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's writing. (c) 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 a foreign LLC's application for reinstatement following administrative revocation, the secretary of state shall serve the foreign LLC with a writing that explains the reason or reasons for denial.
(b) The foreign LLC may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the writing by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's writing.
(c) The court's final decision may be appealed as in other civil proceedings.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-613 — TN Code / Title 48 / Chapter 249 / Section 48-249-613
Revocation of dissolution
Status: in_force

(a) When revocation permitted. In the case of dissolution by the members, as provided in § 48-249-601(a)(3) , an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d). (b) Approval. Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of directors or managers alone, as applicable, in which event the board of directors or managers, as applicable, may revoke the dissolution without member action. (c) Articles of revocation. After the revocation of dissolution is authorized, the LLC may revoke the dissolution, by filing articles of revocation of dissolution with the secretary of state, that set forth: (1) The name of the LLC; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the directors of a director-managed LLC or the managers of a manager-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors or managers alone, as applicable, pursuant to that authorization; and (5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members, and a copy of the resolution or the written consent authorizing the revocation of dissolution. (d) Revocation where LLC winding up by merger. If a dissolved LLC is being wound up and terminated by being merged into a successor entity under § 48-249-610(a) , under an agreement or plan of merger under § 48-249-702 , then the dissolution may be revoked under this section, only if the merger has been properly abandoned, as expressly provided for under § 48-249-702(k) . Acts 2005, ch. 286, § 1.
(a) When revocation permitted. In the case of dissolution by the members, as provided in § 48-249-601(a)(3) , an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d).
(b) Approval. Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of directors or managers alone, as applicable, in which event the board of directors or managers, as applicable, may revoke the dissolution without member action.
(c) Articles of revocation. After the revocation of dissolution is authorized, the LLC may revoke the dissolution, by filing articles of revocation of dissolution with the secretary of state, that set forth: (1) The name of the LLC; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the directors of a director-managed LLC or the managers of a manager-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors or managers alone, as applicable, pursuant to that authorization; and (5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members, and a copy of the resolution or the written consent authorizing the revocation of dissolution.
(1) The name of the LLC;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the directors of a director-managed LLC or the managers of a manager-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors or managers alone, as applicable, pursuant to that authorization; and
(5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members, and a copy of the resolution or the written consent authorizing the revocation of dissolution.
(d) Revocation where LLC winding up by merger. If a dissolved LLC is being wound up and terminated by being merged into a successor entity under § 48-249-610(a) , under an agreement or plan of merger under § 48-249-702 , then the dissolution may be revoked under this section, only if the merger has been properly abandoned, as expressly provided for under § 48-249-702(k) .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-250-108 — TN Code / Title 48 / Chapter 250 / Section 48-250-108
Management
Status: in_force

Unless otherwise provided in the articles of organization or operating agreement, management of a decentralized organization is vested in: (1) The organization's members, if member-managed; or (2) The smart contract, if smart contract-managed. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Unless otherwise provided in the articles of organization or operating agreement, management of a decentralized organization is vested in:
(1) The organization's members, if member-managed; or
(2) The smart contract, if smart contract-managed.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-56-302 — TN Code / Title 48 / Chapter 56 / Section 48-56-302
Termination
Status: in_force

(a) Unless the charter provides for the removal of a member and termination of a membership without cause, no member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith. (b) A procedure is fair and reasonable when either: (1) The charter or bylaws set forth a procedure which provides: (A) Not less than fifteen (15) days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and (B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place; or (2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances. (c) A procedure is not necessarily unfair nor unreasonable: (1) If a member's attorney is excluded from the hearing; (2) If the member is not allowed to cross-examine adverse witnesses; or (3) If the person or persons authorized to make the decision consider matters and evidence which would be inadmissible in a court of law. (d) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records. (e) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination. (f) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees. (g) This section shall not apply to any amendment of the charter or bylaws meeting the requirements of chapters 51-68 of this title and § 48-60-302 . Acts 1987, ch. 242, § 6.31.
(a) Unless the charter provides for the removal of a member and termination of a membership without cause, no member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.
(b) A procedure is fair and reasonable when either: (1) The charter or bylaws set forth a procedure which provides: (A) Not less than fifteen (15) days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and (B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place; or (2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(1) The charter or bylaws set forth a procedure which provides: (A) Not less than fifteen (15) days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and (B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place; or
(A) Not less than fifteen (15) days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and
(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place; or
(2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c) A procedure is not necessarily unfair nor unreasonable: (1) If a member's attorney is excluded from the hearing; (2) If the member is not allowed to cross-examine adverse witnesses; or (3) If the person or persons authorized to make the decision consider matters and evidence which would be inadmissible in a court of law.
(1) If a member's attorney is excluded from the hearing;
(2) If the member is not allowed to cross-examine adverse witnesses; or
(3) If the person or persons authorized to make the decision consider matters and evidence which would be inadmissible in a court of law.
(d) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.
(e) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.
(f) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees.
(g) This section shall not apply to any amendment of the charter or bylaws meeting the requirements of chapters 51-68 of this title and § 48-60-302 .
Acts 1987, ch. 242, § 6.31.
Tenn. Code Ann. § 48-223-102 — TN Code / Title 48 / Chapter 223 / Section 48-223-102
Action on written consent
Status: in_force

(a) Procedure. To take action on written consent: (1) A written waiver of acting at a meeting must be signed by all members, or such smaller number or percentage interest as provided for in the articles or operating agreement (but not less than a majority in voting power); and (2) A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present. (b) Execution. The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the LLC. All such instruments may be signed in counterparts. (c) Record Date. If not otherwise determined under § 48-224-104 , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a). (d) Effective Time. Unless otherwise provided in the articles or the operating agreement, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself. Acts 1994, ch. 868, § 1.
(a) Procedure. To take action on written consent: (1) A written waiver of acting at a meeting must be signed by all members, or such smaller number or percentage interest as provided for in the articles or operating agreement (but not less than a majority in voting power); and (2) A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present.
(1) A written waiver of acting at a meeting must be signed by all members, or such smaller number or percentage interest as provided for in the articles or operating agreement (but not less than a majority in voting power); and
(2) A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present.
(b) Execution. The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the LLC. All such instruments may be signed in counterparts.
(c) Record Date. If not otherwise determined under § 48-224-104 , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).
(d) Effective Time. Unless otherwise provided in the articles or the operating agreement, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself.
Acts 1994, ch. 868, § 1.