Tenn. Code Ann. § 48-101-315 — TN Code / Title 48 / Chapter 101 / Section 48-101-315
Completion of corporate purpose - Dissolution
Status: in_force

(a) Whenever the board of directors of the corporation shall by resolution determine that the purposes for which the corporation was formed have been substantially complied with and all bonds theretofore issued and all obligations theretofore incurred by the corporation have been fully paid, the then members of the board of directors of the corporation shall thereupon execute and file for record in the office of the secretary of state a certificate of dissolution reciting such facts and declaring the corporation to be dissolved. Such certificate of dissolution shall be executed under the corporate seal of the corporation. (b) Upon the filing of such certificate of dissolution, the corporation shall stand dissolved, the title to all funds and properties owned by it at the time of such dissolution shall vest in the municipality, and possession of such funds and properties shall forthwith be delivered to such municipality. Acts 1969, ch. 333, § 14; T.C.A., §§ 48-1914, 48-3-315.
(a) Whenever the board of directors of the corporation shall by resolution determine that the purposes for which the corporation was formed have been substantially complied with and all bonds theretofore issued and all obligations theretofore incurred by the corporation have been fully paid, the then members of the board of directors of the corporation shall thereupon execute and file for record in the office of the secretary of state a certificate of dissolution reciting such facts and declaring the corporation to be dissolved. Such certificate of dissolution shall be executed under the corporate seal of the corporation.
(b) Upon the filing of such certificate of dissolution, the corporation shall stand dissolved, the title to all funds and properties owned by it at the time of such dissolution shall vest in the municipality, and possession of such funds and properties shall forthwith be delivered to such municipality.
Acts 1969, ch. 333, § 14; T.C.A., §§ 48-1914, 48-3-315.
Tenn. Code Ann. § 48-61-115 — TN Code / Title 48 / Chapter 61 / Section 48-61-115
Abandonment of plan of entity conversion - Filing of statement of abandonment
Status: in_force

(a) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by § 48-61-111 , and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the members. (b) If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by § 48-61-111 , and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the members.
(b) If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-64-109 — TN Code / Title 48 / Chapter 64 / Section 48-64-109
Articles of termination of corporate existence
Status: in_force

(a) When a corporation has distributed all its assets to its creditors and other parties authorized by chapters 51-68 of this title and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth: (1) The name of the corporation; (2) That all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title; and (3) That the dissolution of the corporation has not been revoked. (b) If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a), and 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 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, § 14.09; 2010, ch. 741, § 16.
(a) When a corporation has distributed all its assets to its creditors and other parties authorized by chapters 51-68 of this title and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corporate existence. The articles shall set forth: (1) The name of the corporation; (2) That all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title; and (3) That the dissolution of the corporation has not been revoked.
(1) The name of the corporation;
(2) That all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title; and
(3) That the dissolution of the corporation has not been revoked.
(b) If the secretary of state finds that the articles of termination of corporate existence comply with the requirements of subsection (a), and 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 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, § 14.09; 2010, ch. 741, § 16.
Tenn. Code Ann. § 48-58-105 — TN Code / Title 48 / Chapter 58 / Section 48-58-105
Terms of directors generally
Status: in_force

(a) The charter or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms. (b) Except in the case of designated or appointed directors, a decrease in the number of directors or term of office does not shorten an incumbent director's term. (c) Except as provided in the charter or bylaws: (1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (2) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling. (d) Despite the expiration of a director's term, the director continues to serve until a successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. Acts 1987, ch. 242, § 8.05.
(a) The charter or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.
(b) Except in the case of designated or appointed directors, a decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c) Except as provided in the charter or bylaws: (1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (2) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
(d) Despite the expiration of a director's term, the director continues to serve until a successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
Acts 1987, ch. 242, § 8.05.
Tenn. Code Ann. § 48-18-505 — TN Code / Title 48 / Chapter 18 / Section 48-18-505
Court ordered indemnification
Status: in_force

Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines the director is: (1) Entitled to mandatory indemnification under § 48-18-503 , in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 48-18-502 or was adjudged liable as described in § 48-18-502(d) , but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred. Acts 1986, ch. 887, § 8.54.
Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines the director is:
(1) Entitled to mandatory indemnification under § 48-18-503 , in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 48-18-502 or was adjudged liable as described in § 48-18-502(d) , but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred.
Acts 1986, ch. 887, § 8.54.
Tenn. Code Ann. § 48-245-1102 — TN Code / Title 48 / Chapter 245 / Section 48-245-1102
Omitted assets
Status: in_force

Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to members may be transferred by a court in this state. Acts 1994, ch. 868, § 1.
Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to members may be transferred by a court in this state.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1121 — TN Code / Title 48 / Chapter 249 / Section 48-249-1121
Cessation of professional services
Status: in_force

If a domestic PLLC ceases to render professional services, it shall amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of § 48-249-106 . After the amendment or restatement becomes effective, the domestic PLLC may continue in existence as an LLC under this chapter, and it is no longer subject to this part. If a foreign PLLC that is authorized to transact business in this state ceases to render professional services in this state, it shall amend its certificate of authority to delete references to rendering professional services and to conform its name to the requirements of § 48-249-903 . After the amendment becomes effective, the foreign PLLC may continue its authority to transact business in this state as a foreign LLC, and it is no longer subject to this part. Acts 2005, ch. 286, § 1.
If a domestic PLLC ceases to render professional services, it shall amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of § 48-249-106 . After the amendment or restatement becomes effective, the domestic PLLC may continue in existence as an LLC under this chapter, and it is no longer subject to this part. If a foreign PLLC that is authorized to transact business in this state ceases to render professional services in this state, it shall amend its certificate of authority to delete references to rendering professional services and to conform its name to the requirements of § 48-249-903 . After the amendment becomes effective, the foreign PLLC may continue its authority to transact business in this state as a foreign LLC, and it is no longer subject to this part.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1106 — TN Code / Title 48 / Chapter 249 / Section 48-249-1106
Rendering of professional services
Status: in_force

(a) Licensed individuals. A domestic or foreign PLLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services. (b) Nonapplicability. Subsection (a) does not: (1) Require an individual employed by a PLLC to be licensed to perform services for the PLLC, if a license is not otherwise required; (2) Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, holder of financial rights, manager, director, officer, employee or agent of a domestic or foreign PLLC; or (3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority. Acts 2005, ch. 286, § 1.
(a) Licensed individuals. A domestic or foreign PLLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b) Nonapplicability. Subsection (a) does not: (1) Require an individual employed by a PLLC to be licensed to perform services for the PLLC, if a license is not otherwise required; (2) Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, holder of financial rights, manager, director, officer, employee or agent of a domestic or foreign PLLC; or (3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority.
(1) Require an individual employed by a PLLC to be licensed to perform services for the PLLC, if a license is not otherwise required;
(2) Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, holder of financial rights, manager, director, officer, employee or agent of a domestic or foreign PLLC; or
(3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-241-104 — TN Code / Title 48 / Chapter 241 / Section 48-241-104
Qualifications of managers
Status: in_force

Managers need not be residents of this state or members of the LLC unless the articles or operating agreement so require. The articles or operating agreement may prescribe other qualifications for managers. Acts 1994, ch. 868, § 1.
Managers need not be residents of this state or members of the LLC unless the articles or operating agreement so require. The articles or operating agreement may prescribe other qualifications for managers.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-504 — TN Code / Title 48 / Chapter 249 / Section 48-249-504
Termination of membership interest in contravention of LLC documents
Status: in_force

(a) If the membership interest of a member is terminated by the member in contravention of the LLC documents, then: (1) Forfeiture of governance rights. The member forfeits all the member's governance rights in the LLC, including in the winding up and termination process of the LLC; and (2) Liability for damages. The member is liable for damages incurred by all the other members, holders and the LLC due to the wrongful termination. Such damages and all other amounts owing to the LLC, whether or not currently due, arising from the wrongful termination, may be offset against any amount owing from the LLC to the wrongfully terminating member. (b) Nothing in this section shall be deemed to provide a member with the power to terminate the member's membership interest, if the LLC documents negate or, pursuant to § 48-249-503(b)(1) , are deemed to negate the power. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 32.
(a) If the membership interest of a member is terminated by the member in contravention of the LLC documents, then: (1) Forfeiture of governance rights. The member forfeits all the member's governance rights in the LLC, including in the winding up and termination process of the LLC; and (2) Liability for damages. The member is liable for damages incurred by all the other members, holders and the LLC due to the wrongful termination. Such damages and all other amounts owing to the LLC, whether or not currently due, arising from the wrongful termination, may be offset against any amount owing from the LLC to the wrongfully terminating member.
(1) Forfeiture of governance rights. The member forfeits all the member's governance rights in the LLC, including in the winding up and termination process of the LLC; and
(2) Liability for damages. The member is liable for damages incurred by all the other members, holders and the LLC due to the wrongful termination. Such damages and all other amounts owing to the LLC, whether or not currently due, arising from the wrongful termination, may be offset against any amount owing from the LLC to the wrongfully terminating member.
(b) Nothing in this section shall be deemed to provide a member with the power to terminate the member's membership interest, if the LLC documents negate or, pursuant to § 48-249-503(b)(1) , are deemed to negate the power.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 32.
Tenn. Code Ann. § 48-249-602 — TN Code / Title 48 / Chapter 249 / Section 48-249-602
Nonjudicial termination by organizers
Status: in_force

(a) Articles of termination. An LLC that has not accepted contributions may be dissolved and its existence terminated by the organizers, if a majority of the organizers sign and file articles of termination with the secretary of state containing: (1) The name of the LLC; (2) The date of formation of the LLC; (3) A statement that contributions have not been accepted by the LLC; and (4) A statement that no debts of the LLC remain unpaid. (b) The secretary of state shall file the articles of termination of the LLC if the secretary of state finds that the articles: (1) Comply with subsection (a); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. (c) When the articles of termination have been filed in accordance with subsection (b), the existence of the LLC is terminated. Acts 2005, ch. 286, § 1; 2009, ch. 349, §§ 5, 6; 2010, ch. 741, § 38.
(a) Articles of termination. An LLC that has not accepted contributions may be dissolved and its existence terminated by the organizers, if a majority of the organizers sign and file articles of termination with the secretary of state containing: (1) The name of the LLC; (2) The date of formation of the LLC; (3) A statement that contributions have not been accepted by the LLC; and (4) A statement that no debts of the LLC remain unpaid.
(1) The name of the LLC;
(2) The date of formation of the LLC;
(3) A statement that contributions have not been accepted by the LLC; and
(4) A statement that no debts of the LLC remain unpaid.
(b) The secretary of state shall file the articles of termination of the LLC if the secretary of state finds that the articles: (1) Comply with subsection (a); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(1) Comply with subsection (a); and
(2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(c) When the articles of termination have been filed in accordance with subsection (b), the existence of the LLC is terminated.
Acts 2005, ch. 286, § 1; 2009, ch. 349, §§ 5, 6; 2010, ch. 741, § 38.
Tenn. Code Ann. § 48-20-105 — TN Code / Title 48 / Chapter 20 / Section 48-20-105
Amendment before issuance of shares
Status: in_force

If a corporation has not yet issued shares, its board of directors or its incorporators, in the event that there is no board of directors, may adopt one (1) or more amendments to the corporation's charter. Acts 1986, ch. 887, § 10.05.
If a corporation has not yet issued shares, its board of directors or its incorporators, in the event that there is no board of directors, may adopt one (1) or more amendments to the corporation's charter.
Acts 1986, ch. 887, § 10.05.
Tenn. Code Ann. § 48-58-111 — TN Code / Title 48 / Chapter 58 / Section 48-58-111
Vacancy on board
Status: in_force

(a) Unless the charter or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause: (1) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of that class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable charter or bylaw provision, the vacancy may not be filled by the board. (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-58-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Acts 1987, ch. 242, § 8.11.
(a) Unless the charter or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause: (1) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of that class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(1) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of that class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable charter or bylaw provision, the vacancy may not be filled by the board.
(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-58-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Acts 1987, ch. 242, § 8.11.
Tenn. Code Ann. § 48-245-904 — TN Code / Title 48 / Chapter 245 / Section 48-245-904
Receivership or custodianship
Status: in_force

(a) A court having equity jurisdiction in a judicial proceeding brought to dissolve an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property wherever located. (b) The court may appoint an individual or a domestic or foreign business entity (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver may: (A) Dispose of all or any part of the assets of the LLC wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the LLC in all courts of this state; (2) The custodian may exercise all of the powers of the LLC, through or in place of its board of governors or managers, to the extent necessary to manage the affairs of the LLC in the best interests of its shareholders and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members and creditors. (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets. Acts 1994, ch. 868, § 1.
(a) A court having equity jurisdiction in a judicial proceeding brought to dissolve an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign business entity (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver may: (A) Dispose of all or any part of the assets of the LLC wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the LLC in all courts of this state; (2) The custodian may exercise all of the powers of the LLC, through or in place of its board of governors or managers, to the extent necessary to manage the affairs of the LLC in the best interests of its shareholders and creditors.
(1) The receiver may: (A) Dispose of all or any part of the assets of the LLC wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the LLC in all courts of this state;
(A) Dispose of all or any part of the assets of the LLC wherever located, at a public or private sale, if authorized by the court; and
(B) Sue and defend in the receiver's own name as receiver of the LLC in all courts of this state;
(2) The custodian may exercise all of the powers of the LLC, through or in place of its board of governors or managers, to the extent necessary to manage the affairs of the LLC in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-244-101 — TN Code / Title 48 / Chapter 244 / Section 48-244-101
Merger
Status: in_force

(a) Merger. With or without a business purpose and pursuant to a plan of merger, a domestic LLC may merge with or into one (1) or more entities formed or organized under the laws of this state or foreign jurisdiction, with the domestic LLC or such other entity, as the plan of merger shall provide, being the surviving or resulting domestic LLC or other entity. (b) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. Acts 1994, ch. 868, § 1.
(a) Merger. With or without a business purpose and pursuant to a plan of merger, a domestic LLC may merge with or into one (1) or more entities formed or organized under the laws of this state or foreign jurisdiction, with the domestic LLC or such other entity, as the plan of merger shall provide, being the surviving or resulting domestic LLC or other entity.
(b) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-68-105 — TN Code / Title 48 / Chapter 68 / Section 48-68-105
Administrative procedures
Status: in_force

The secretary of state is authorized to prescribe forms and to promulgate regulations in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Acts 1987, ch. 242, § 19.
The secretary of state is authorized to prescribe forms and to promulgate regulations in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1987, ch. 242, § 19.
Tenn. Code Ann. § 48-64-204 — TN Code / Title 48 / Chapter 64 / Section 48-64-204
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 §§ 48-55-104 and 48-55-105 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 1987, ch. 242, § 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 §§ 48-55-104 and 48-55-105 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 1987, ch. 242, § 14.23.
Tenn. Code Ann. § 48-249-1010 — TN Code / Title 48 / Chapter 249 / Section 48-249-1010
Appeal from secretary of state's refusal to complete the filing of a document
Status: in_force

(a) Appeal. If the secretary of state refuses to complete the filing of a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC or other person that delivered the document for filing may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition the document and the secretary of state's explanation of the reason for the refusal to complete the filing of the document. (b) Court-ordered filing. The court may summarily order the secretary of state to file the document or may take other action the court considers appropriate. (c) Appeal of court decision. The court's final decision may be appealed as in other civil proceedings. (d) Standard of review. Any judicial review of the secretary of state's refusal to complete the filing of a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Acts 2005, ch. 286, § 1.
(a) Appeal. If the secretary of state refuses to complete the filing of a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC or other person that delivered the document for filing may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition the document and the secretary of state's explanation of the reason for the refusal to complete the filing of the document.
(b) Court-ordered filing. The court may summarily order the secretary of state to file the document or may take other action the court considers appropriate.
(c) Appeal of court decision. The court's final decision may be appealed as in other civil proceedings.
(d) Standard of review. Any judicial review of the secretary of state's refusal to complete the filing of a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-23-208 — TN Code / Title 48 / Chapter 23 / Section 48-23-208
After-acquired shares
Status: in_force

(a) A corporation may elect to withhold payment required by § 48-23-206 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the principal terms of the proposed corporate action. (b) To the extent the corporation elects to withhold payment under subsection (a), after effectuating the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 48-23-209 . Acts 1986, ch. 887, § 13.27.
(a) A corporation may elect to withhold payment required by § 48-23-206 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the principal terms of the proposed corporate action.
(b) To the extent the corporation elects to withhold payment under subsection (a), after effectuating the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 48-23-209 .
Acts 1986, ch. 887, § 13.27.
Tenn. Code Ann. § 48-103-503 — TN Code / Title 48 / Chapter 103 / Section 48-103-503
Corporation's purchase of own shares at price above market value
Status: in_force

(a) It is unlawful for any corporation subject to this part, including any subsidiary of such corporation, to purchase, directly or indirectly, any of its shares at a price above the market value of such shares from any person who holds more than three percent (3%) of the class of the securities to be purchased if such person has held such shares for less than two (2) years, unless such purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by such corporation or the corporation makes an offer, of at least equal value per share, to all holders of shares of such class. (b) For the purposes of this section, the market value of such shares shall be the average of the highest and lowest closing market price for such shares during the thirty (30) trading days preceding the purchase and sale of the shares subject to this section; provided, that if the seller of such shares has commenced a tender offer or has announced an intention to seek control of the corporation, such market price shall be based upon the average of the highest and lowest closing price for such shares during the thirty (30) trading days preceding the commencement of such tender offer or the making of such announcement. Acts 1988, ch. 500, § 28; T.C.A., § 48-35-503.
(a) It is unlawful for any corporation subject to this part, including any subsidiary of such corporation, to purchase, directly or indirectly, any of its shares at a price above the market value of such shares from any person who holds more than three percent (3%) of the class of the securities to be purchased if such person has held such shares for less than two (2) years, unless such purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by such corporation or the corporation makes an offer, of at least equal value per share, to all holders of shares of such class.
(b) For the purposes of this section, the market value of such shares shall be the average of the highest and lowest closing market price for such shares during the thirty (30) trading days preceding the purchase and sale of the shares subject to this section; provided, that if the seller of such shares has commenced a tender offer or has announced an intention to seek control of the corporation, such market price shall be based upon the average of the highest and lowest closing price for such shares during the thirty (30) trading days preceding the commencement of such tender offer or the making of such announcement.
Acts 1988, ch. 500, § 28; T.C.A., § 48-35-503.
Tenn. Code Ann. § 48-16-102 — TN Code / Title 48 / Chapter 16 / Section 48-16-102
Terms of class or series determined by board of directors
Status: in_force

(a) If the charter so provides, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in § 48-16-101 ) of: (1) Any class of shares before the issuance of any shares of that class; or (2) One (1) or more series within a class before the issuance of any shares of that series. (b) Each series of a class must be given a distinguishing designation. (c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class. (d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth: (1) The name of the corporation; (2) The text of the amendment determining the terms of the class or series of shares; (3) The date it was adopted; and (4) A statement that the amendment was duly adopted by the board of directors. Acts 1986, ch. 887, § 6.02.
(a) If the charter so provides, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in § 48-16-101 ) of: (1) Any class of shares before the issuance of any shares of that class; or (2) One (1) or more series within a class before the issuance of any shares of that series.
(1) Any class of shares before the issuance of any shares of that class; or
(2) One (1) or more series within a class before the issuance of any shares of that series.
(b) Each series of a class must be given a distinguishing designation.
(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth: (1) The name of the corporation; (2) The text of the amendment determining the terms of the class or series of shares; (3) The date it was adopted; and (4) A statement that the amendment was duly adopted by the board of directors.
(1) The name of the corporation;
(2) The text of the amendment determining the terms of the class or series of shares;
(3) The date it was adopted; and
(4) A statement that the amendment was duly adopted by the board of directors.
Acts 1986, ch. 887, § 6.02.
Tenn. Code Ann. § 48-248-402 — TN Code / Title 48 / Chapter 248 / Section 48-248-402
Transfers
Status: in_force

(a) Subject to §§ 48-218-101 and 48-218-102 , a member of a PLLC may transfer, assign or pledge such member's financial rights, governance rights, or membership interest in the PLLC only to individuals, general partnerships, professional corporations, and other PLLCs qualified under § 48-248-401 ; provided, that nothing in this section shall be construed as prohibiting such a member from pledging the financial rights of that member's membership interest to a financial institution as collateral for a loan. (b) A transfer, assignment or pledge of the financial rights, governance rights or membership interests made in violation of subsection (a), except one made by operation of law or court judgment, is void. Acts 1994, ch. 868, § 1.
(a) Subject to §§ 48-218-101 and 48-218-102 , a member of a PLLC may transfer, assign or pledge such member's financial rights, governance rights, or membership interest in the PLLC only to individuals, general partnerships, professional corporations, and other PLLCs qualified under § 48-248-401 ; provided, that nothing in this section shall be construed as prohibiting such a member from pledging the financial rights of that member's membership interest to a financial institution as collateral for a loan.
(b) A transfer, assignment or pledge of the financial rights, governance rights or membership interests made in violation of subsection (a), except one made by operation of law or court judgment, is void.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1006 — TN Code / Title 48 / Chapter 249 / Section 48-249-1006
Forms and filing methods for annual report and other documents
Status: in_force

(a) Annual report. The secretary of state may prescribe a form and filing method for the annual report. If the secretary of state prescribes a form or filing method for the annual report, then the use of the prescribed form or filing method for the annual report is mandatory. (b) Other forms. The secretary of state may prescribe forms and filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter. If the secretary of state prescribes forms or filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter, then the secretary of state must furnish access to those forms and filing methods on request. Amended by 2020 Tenn. Acts, ch. 719, s 21, eff. 6/22/2020. Acts 2005, ch. 286, § 1.
(a) Annual report. The secretary of state may prescribe a form and filing method for the annual report. If the secretary of state prescribes a form or filing method for the annual report, then the use of the prescribed form or filing method for the annual report is mandatory.
(b) Other forms. The secretary of state may prescribe forms and filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter. If the secretary of state prescribes forms or filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter, then the secretary of state must furnish access to those forms and filing methods on request.
Amended by 2020 Tenn. Acts, ch. 719, s 21, eff. 6/22/2020.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-245-902 — TN Code / Title 48 / Chapter 245 / Section 48-245-902
Judicial dissolution
Status: in_force

(a) On application by the attorney general and reporter or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the articles and/or the operating agreement. (b) The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve as a notice of dissolution. (c) The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve and have the same effect as articles of termination. Acts 1994, ch. 868, § 1; 2010, ch. 742, § 3.
(a) On application by the attorney general and reporter or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the articles and/or the operating agreement.
(b) The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve as a notice of dissolution.
(c) The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve and have the same effect as articles of termination.
Acts 1994, ch. 868, § 1; 2010, ch. 742, § 3.
Tenn. Code Ann. § 48-23-103 — TN Code / Title 48 / Chapter 23 / Section 48-23-103
Dissent by nominees and beneficial owners
Status: in_force

(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection (a) are determined as if the shares as to which the partial dissenter dissents and the partial dissenter's other shares were registered in the names of different shareholders. (b) A beneficial shareholder may assert dissenters' rights as to shares of any one (1) or more classes held on the beneficial shareholder's behalf only if the beneficial shareholder: (1) Submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and (2) Does so with respect to all shares of the same class of which the person is the beneficial shareholder or over which the person has power to direct the vote. Acts 1986, ch. 887, § 13.03.
(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection (a) are determined as if the shares as to which the partial dissenter dissents and the partial dissenter's other shares were registered in the names of different shareholders.
(b) A beneficial shareholder may assert dissenters' rights as to shares of any one (1) or more classes held on the beneficial shareholder's behalf only if the beneficial shareholder: (1) Submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and (2) Does so with respect to all shares of the same class of which the person is the beneficial shareholder or over which the person has power to direct the vote.
(1) Submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and
(2) Does so with respect to all shares of the same class of which the person is the beneficial shareholder or over which the person has power to direct the vote.
Acts 1986, ch. 887, § 13.03.
Tenn. Code Ann. § 48-248-101 — TN Code / Title 48 / Chapter 248 / Section 48-248-101
Applicability
Status: in_force

Chapters 201-248 of this title apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with this chapter. Acts 1994, ch. 868, § 1.
Chapters 201-248 of this title apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with this chapter.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-407 — TN Code / Title 48 / Chapter 249 / Section 48-249-407
Limitation on actions for breach of fiduciary duties
Status: in_force

Any action alleging breach of fiduciary duties by members, managers, directors or officers, including alleged violations of the standards established in § 48-249-403 or § 48-249-404 , must be brought within one (1) year from the date of the breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date the alleged breach or violation was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered. Acts 2006, ch. 620, § 29.
Any action alleging breach of fiduciary duties by members, managers, directors or officers, including alleged violations of the standards established in § 48-249-403 or § 48-249-404 , must be brought within one (1) year from the date of the breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date the alleged breach or violation was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered.
Acts 2006, ch. 620, § 29.
Tenn. Code Ann. § 48-18-107 — TN Code / Title 48 / Chapter 18 / Section 48-18-107
Resignation of directors
Status: in_force

(a) A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation. (b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable. Acts 1986, ch. 887, § 8.07; 2012, ch. 1051, § 28.
(a) A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation.
(b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
Acts 1986, ch. 887, § 8.07; 2012, ch. 1051, § 28.
Tenn. Code Ann. § 48-18-406 — TN Code / Title 48 / Chapter 18 / Section 48-18-406
Release or assignment of life insurance on officers
Status: in_force

When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, assign, release, relinquish, convert, surrender, change the beneficiary, or to take any other action with reference to such insurance shall be sufficiently evidenced to the insurance company by a written statement to that effect, signed by the president or secretary or other corresponding officer of such corporation. Such statement shall be binding upon such corporation, and any act done or suffered to be done by it upon the faith thereof shall protect the insurance company concerned, without further inquiry into the validity of the corporate authority or the regularity of the corporate proceedings. No person shall be disqualified, by reason of interest in the subject matter, from acting as a director or as a member of the executive committee of such corporation, on any corporate procedure touching such insurance. Acts 1986, ch. 887, § 8.45.
When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, assign, release, relinquish, convert, surrender, change the beneficiary, or to take any other action with reference to such insurance shall be sufficiently evidenced to the insurance company by a written statement to that effect, signed by the president or secretary or other corresponding officer of such corporation. Such statement shall be binding upon such corporation, and any act done or suffered to be done by it upon the faith thereof shall protect the insurance company concerned, without further inquiry into the validity of the corporate authority or the regularity of the corporate proceedings. No person shall be disqualified, by reason of interest in the subject matter, from acting as a director or as a member of the executive committee of such corporation, on any corporate procedure touching such insurance.
Acts 1986, ch. 887, § 8.45.
Tenn. Code Ann. § 48-18-105 — TN Code / Title 48 / Chapter 18 / Section 48-18-105
Terms of directors generally
Status: in_force

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under § 48-18-106 , or unless the charter provides for terms of more than one (1) year but not more than three (3) years. (c) A decrease in the number of directors does not shorten an incumbent director's term. (d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. (e) Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualified or until there is a decrease in the number of directors. Acts 1986, ch. 887, § 8.05.
(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under § 48-18-106 , or unless the charter provides for terms of more than one (1) year but not more than three (3) years.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e) Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualified or until there is a decrease in the number of directors.
Acts 1986, ch. 887, § 8.05.
Tenn. Code Ann. § 48-246-502 — TN Code / Title 48 / Chapter 246 / Section 48-246-502
Procedure for and effect of revocation
Status: in_force

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-246-501 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-246-501(5) and a certificate of revocation may be sent without the two (2) month waiting period required by subsection (b). (b) If the foreign LLC does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication, the secretary of state may revoke the foreign LLC's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign LLC, except that the certificate may be sent by first class mail. (c) The authority of a foreign LLC to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) The secretary of state's revocation of a foreign LLC's certificate of authority appoints the secretary of state the foreign LLC's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign LLC was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-208-105 . (e) Revocation of a foreign LLC's certificate of authority does not terminate the authority of the registered agent of the LLC. Acts 1994, ch. 868, § 1.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-246-501 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-246-501(5) and a certificate of revocation may be sent without the two (2) month waiting period required by subsection (b).
(b) If the foreign LLC does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication, the secretary of state may revoke the foreign LLC's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign LLC, except that the certificate may be sent by first class mail.
(c) The authority of a foreign LLC to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) The secretary of state's revocation of a foreign LLC's certificate of authority appoints the secretary of state the foreign LLC's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign LLC was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-208-105 .
(e) Revocation of a foreign LLC's certificate of authority does not terminate the authority of the registered agent of the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-605 — TN Code / Title 48 / Chapter 101 / Section 48-101-605
Election
Status: in_force

(a) Except to the extent authorized by subsection (b), a corporation may elect professional corporation status under § 48-101-604 solely for the purpose of rendering professional services (including services ancillary to it) and solely within a single profession. (b) A corporation may elect professional corporation status under § 48-101-604 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 the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, 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. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-605.
(a) Except to the extent authorized by subsection (b), a corporation may elect professional corporation status under § 48-101-604 solely for the purpose of rendering professional services (including services ancillary to it) and solely within a single profession.
(b) A corporation may elect professional corporation status under § 48-101-604 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 the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, 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.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-605.
Tenn. Code Ann. § 48-18-204 — TN Code / Title 48 / Chapter 18 / Section 48-18-204
Waiver of notice
Status: in_force

(a) A director 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. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. (b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Acts 1986, ch. 887, § 8.23.
(a) A director 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. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Acts 1986, ch. 887, § 8.23.
Tenn. Code Ann. § 48-101-519 — TN Code / Title 48 / Chapter 101 / Section 48-101-519
Registration - Written agreement
Status: in_force

(a) No commercial co-venturer shall conduct any charitable sales promotion in this state on behalf of a charitable or civic organization unless the charitable or civic organization is duly registered or granted the appropriate exemption. (b) Prior to any charitable sales promotion in this state, the commercial co-venturer shall have a written agreement with the charitable or civic organization on whose behalf the charitable sales promotion is to be conducted. The agreement shall be signed by an authorized representative of the commercial co-venturer and two (2) officers of the charitable or civic organization. The executed agreement must be filed by the charitable or civic organization with the secretary of state at least five (5) business days before the initiation of the charitable sales promotion. The executed agreement must be filed on forms prescribed by the secretary of state and must state the names of the charitable or civic organization and commercial co-venturer, that the charitable organization and the commercial co-venturer will conduct a charitable sales promotion, and the date the charitable sales promotion is expected to commence. (c) The commercial co-venturer shall maintain all records in connection with the charitable sales promotion for a period of three (3) years after the end date of the charitable sales promotion. All charitable sales promotion records shall be made available to the division upon request. Amended by 2024 Tenn. Acts, ch. 533,s 43, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Acts 2007 , ch. 523, § 35.
(a) No commercial co-venturer shall conduct any charitable sales promotion in this state on behalf of a charitable or civic organization unless the charitable or civic organization is duly registered or granted the appropriate exemption.
(b) Prior to any charitable sales promotion in this state, the commercial co-venturer shall have a written agreement with the charitable or civic organization on whose behalf the charitable sales promotion is to be conducted. The agreement shall be signed by an authorized representative of the commercial co-venturer and two (2) officers of the charitable or civic organization. The executed agreement must be filed by the charitable or civic organization with the secretary of state at least five (5) business days before the initiation of the charitable sales promotion. The executed agreement must be filed on forms prescribed by the secretary of state and must state the names of the charitable or civic organization and commercial co-venturer, that the charitable organization and the commercial co-venturer will conduct a charitable sales promotion, and the date the charitable sales promotion is expected to commence.
(c) The commercial co-venturer shall maintain all records in connection with the charitable sales promotion for a period of three (3) years after the end date of the charitable sales promotion. All charitable sales promotion records shall be made available to the division upon request.
Amended by 2024 Tenn. Acts, ch. 533,s 43, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 2007 , ch. 523, § 35.
Tenn. Code Ann. § 48-17-109 — TN Code / Title 48 / Chapter 17 / Section 48-17-109
Shareholder meetings using remote communication
Status: in_force

(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit any or all shareholders and proxyholders to participate in a regular or special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if: (1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder; (2) The corporation implements reasonable measures to provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of any vote or other action taken by a shareholder or proxyholder that is taken by means of remote communication. (b) A shareholder or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting. Amended by 2021 Tenn. Acts, ch. 85, s 1, eff. 4/7/2021. Acts 1994, ch. 776, § 22.
(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit any or all shareholders and proxyholders to participate in a regular or special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if: (1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder; (2) The corporation implements reasonable measures to provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of any vote or other action taken by a shareholder or proxyholder that is taken by means of remote communication.
(1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder;
(2) The corporation implements reasonable measures to provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and
(3) The corporation maintains a record of any vote or other action taken by a shareholder or proxyholder that is taken by means of remote communication.
(b) A shareholder or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting.
Amended by 2021 Tenn. Acts, ch. 85, s 1, eff. 4/7/2021.
Acts 1994, ch. 776, § 22.
Tenn. Code Ann. § 48-101-613 — TN Code / Title 48 / Chapter 101 / Section 48-101-613
When professional corporation must acquire the shares of its stockholder
Status: in_force

(a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination of employment, if: (1) The shareholder dies; (2) The shareholder becomes a disqualified person, except as provided in subsection (c); (3) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or (4) The shareholder retires, withdraws from or terminates employment with the professional corporation. (b) If a price for the shares is fixed in accordance with the charter or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with § 48-101-614 . If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under § 48-101-615 to determine the fair value of the shares. (c) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs. (d) This section and § 48-101-614 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law. (e) A provision for the acquisition of shares contained in a professional corporation's charter or bylaws, or in a private agreement, is specifically enforceable. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-613.
(a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination of employment, if: (1) The shareholder dies; (2) The shareholder becomes a disqualified person, except as provided in subsection (c); (3) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or (4) The shareholder retires, withdraws from or terminates employment with the professional corporation.
(1) The shareholder dies;
(2) The shareholder becomes a disqualified person, except as provided in subsection (c);
(3) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or
(4) The shareholder retires, withdraws from or terminates employment with the professional corporation.
(b) If a price for the shares is fixed in accordance with the charter or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with § 48-101-614 . If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under § 48-101-615 to determine the fair value of the shares.
(c) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs.
(d) This section and § 48-101-614 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.
(e) A provision for the acquisition of shares contained in a professional corporation's charter or bylaws, or in a private agreement, is specifically enforceable.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-613.