Tenn. Code Ann. § 48-57-205 — TN Code / Title 48 / Chapter 57 / Section 48-57-205
Proxies
Status: in_force

(a) Unless the charter or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. (b) Without limiting the manner in which a member may authorize another person or persons to act for the member as proxy pursuant to this section, the following shall constitute a valid means by which a member may grant such authority: (1) A member may execute a writing authorizing another person or persons to act for the member as proxy. Execution may be accomplished by the member personally signing such writing or by an attorney-in-fact in the case of an individual member or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other member signing such writing or causing the member's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature; (2) A member may authorize another person or persons to act for the member as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, that any such telegram, cablegram, or electronic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or electronic transmission was authorized by the member. If it is determined that such telegrams, cablegrams, or electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied; (3) Any copy, electronic transmission or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. (c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. (d) An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) A person who purchased or agreed to purchase the membership; (3) A creditor of the corporation who extended it credit under terms requiring the appointment; (4) An employee of the corporation whose employment contract requires the appointment; or (5) A party to a voting agreement created under § 48-57-301 . (e) In the case of a proxy not made irrevocable under subsection (d), the death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment. (f) An appointment made irrevocable under subsection (d) becomes revocable when the interest with which it is coupled is extinguished. (g) A transferee for value of the membership subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when such transferee acquired the membership, and the existence of the irrevocable appointment was not noted conspicuously on the document or documents representing the membership or the right to transfer the membership. (h) Subject to § 48-57-208 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. (i) Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, owning memberships registered in such person's name as fiduciary, or in the name of another for the convenience of the fiduciary, whether the corporation issuing such memberships is foreign or domestic, may, in addition to exercising the voting rights vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies in accordance with this section to others for the voting of such memberships, but subject always to the following limitations: (1) If there are two (2) or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them, and in the event of failure to obtain a majority, each of the fiduciaries shall vote the number of memberships held by the fiduciaries divided by the number of fiduciaries; and (2) In the event the rights, manner or method of voting or the purpose to be accomplished is fixed by the instrument or instruments appointing the fiduciaries, the directions therein shall govern. Amended by 2014 Tenn. Acts, ch. 899,s 27, eff. 1/1/2015. Acts 1987, ch. 242, § 7.24.
(a) Unless the charter or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy.
(b) Without limiting the manner in which a member may authorize another person or persons to act for the member as proxy pursuant to this section, the following shall constitute a valid means by which a member may grant such authority: (1) A member may execute a writing authorizing another person or persons to act for the member as proxy. Execution may be accomplished by the member personally signing such writing or by an attorney-in-fact in the case of an individual member or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other member signing such writing or causing the member's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature; (2) A member may authorize another person or persons to act for the member as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, that any such telegram, cablegram, or electronic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or electronic transmission was authorized by the member. If it is determined that such telegrams, cablegrams, or electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied; (3) Any copy, electronic transmission or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(1) A member may execute a writing authorizing another person or persons to act for the member as proxy. Execution may be accomplished by the member personally signing such writing or by an attorney-in-fact in the case of an individual member or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other member signing such writing or causing the member's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature;
(2) A member may authorize another person or persons to act for the member as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, that any such telegram, cablegram, or electronic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or electronic transmission was authorized by the member. If it is determined that such telegrams, cablegrams, or electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied;
(3) Any copy, electronic transmission or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form.
(d) An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) A person who purchased or agreed to purchase the membership; (3) A creditor of the corporation who extended it credit under terms requiring the appointment; (4) An employee of the corporation whose employment contract requires the appointment; or (5) A party to a voting agreement created under § 48-57-301 .
(1) A pledgee;
(2) A person who purchased or agreed to purchase the membership;
(3) A creditor of the corporation who extended it credit under terms requiring the appointment;
(4) An employee of the corporation whose employment contract requires the appointment; or
(5) A party to a voting agreement created under § 48-57-301 .
(e) In the case of a proxy not made irrevocable under subsection (d), the death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.
(f) An appointment made irrevocable under subsection (d) becomes revocable when the interest with which it is coupled is extinguished.
(g) A transferee for value of the membership subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when such transferee acquired the membership, and the existence of the irrevocable appointment was not noted conspicuously on the document or documents representing the membership or the right to transfer the membership.
(h) Subject to § 48-57-208 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
(i) Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, owning memberships registered in such person's name as fiduciary, or in the name of another for the convenience of the fiduciary, whether the corporation issuing such memberships is foreign or domestic, may, in addition to exercising the voting rights vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies in accordance with this section to others for the voting of such memberships, but subject always to the following limitations: (1) If there are two (2) or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them, and in the event of failure to obtain a majority, each of the fiduciaries shall vote the number of memberships held by the fiduciaries divided by the number of fiduciaries; and (2) In the event the rights, manner or method of voting or the purpose to be accomplished is fixed by the instrument or instruments appointing the fiduciaries, the directions therein shall govern.
(1) If there are two (2) or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them, and in the event of failure to obtain a majority, each of the fiduciaries shall vote the number of memberships held by the fiduciaries divided by the number of fiduciaries; and
(2) In the event the rights, manner or method of voting or the purpose to be accomplished is fixed by the instrument or instruments appointing the fiduciaries, the directions therein shall govern.
Amended by 2014 Tenn. Acts, ch. 899,s 27, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.24.
Tenn. Code Ann. § 48-103-406 — TN Code / Title 48 / Chapter 103 / Section 48-103-406
Severability
Status: in_force

If any provision or clause of this part or application thereof to any corporation, person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this part which can be given effect without the invalid provision or application, and to this end this part is declared to be severable. Acts 1988, ch. 500, § 26; T.C.A., § 48-35-406.
If any provision or clause of this part or application thereof to any corporation, person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this part which can be given effect without the invalid provision or application, and to this end this part is declared to be severable.
Acts 1988, ch. 500, § 26; T.C.A., § 48-35-406.
Tenn. Code Ann. § 48-239-107 — TN Code / Title 48 / Chapter 239 / Section 48-239-107
Voting for governors
Status: in_force

(a) Plurality. Unless otherwise provided in the articles or operating agreement, governors are elected by a plurality of the voting power exercised in the election at a meeting at which a quorum is present. (b) Noncumulative Voting. Members do not have a right to cumulate their votes for governors unless the articles or operating agreement so provides. (c) Cumulative Voting. A statement included in the articles or operating agreement that "(all) (a designated voting group of) members are entitled to cumulate their votes for governors" (or words of similar import) means the members designated are entitled to multiply the number of votes they are entitled to cast by the number of governors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates. (d) Notice of Cumulative Voting. Membership interests otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice states conspicuously that cumulative voting is authorized; or (2) A member who has the right to cumulate such member's votes gives notice to the secretary of the LLC no fewer than forty-eight (48) hours before the time set for the meeting of such member's intent to cumulate such member's votes during the meeting, and if one (1) member gives this notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. The secretary shall announce before the election that cumulative voting is in effect. Acts 1994, ch. 868, § 1.
(a) Plurality. Unless otherwise provided in the articles or operating agreement, governors are elected by a plurality of the voting power exercised in the election at a meeting at which a quorum is present.
(b) Noncumulative Voting. Members do not have a right to cumulate their votes for governors unless the articles or operating agreement so provides.
(c) Cumulative Voting. A statement included in the articles or operating agreement that "(all) (a designated voting group of) members are entitled to cumulate their votes for governors" (or words of similar import) means the members designated are entitled to multiply the number of votes they are entitled to cast by the number of governors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d) Notice of Cumulative Voting. Membership interests otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice states conspicuously that cumulative voting is authorized; or (2) A member who has the right to cumulate such member's votes gives notice to the secretary of the LLC no fewer than forty-eight (48) hours before the time set for the meeting of such member's intent to cumulate such member's votes during the meeting, and if one (1) member gives this notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. The secretary shall announce before the election that cumulative voting is in effect.
(1) The meeting notice states conspicuously that cumulative voting is authorized; or
(2) A member who has the right to cumulate such member's votes gives notice to the secretary of the LLC no fewer than forty-eight (48) hours before the time set for the meeting of such member's intent to cumulate such member's votes during the meeting, and if one (1) member gives this notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. The secretary shall announce before the election that cumulative voting is in effect.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-25-102 — TN Code / Title 48 / Chapter 25 / Section 48-25-102
Consequences of transacting business without authority
Status: in_force

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) A foreign corporation which transacts business or conducts affairs in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business or conducted affairs in this state without a certificate of authority, in an amount equal to treble the amount of all fees, penalties and taxes, plus interest, which would have been imposed by the laws of this state upon such corporation had it duly applied for and received a certificate of authority as required by this chapter, and thereafter had failed to file all reports required. (e) An application for a certificate of authority by a foreign corporation which has transacted business in this state without a certificate of authority shall not be filed by the secretary of state until all amounts due under subsection (d) shall have been paid. (f) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. Acts 1986, ch. 887, § 15.02.
(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation which transacts business or conducts affairs in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business or conducted affairs in this state without a certificate of authority, in an amount equal to treble the amount of all fees, penalties and taxes, plus interest, which would have been imposed by the laws of this state upon such corporation had it duly applied for and received a certificate of authority as required by this chapter, and thereafter had failed to file all reports required.
(e) An application for a certificate of authority by a foreign corporation which has transacted business in this state without a certificate of authority shall not be filed by the secretary of state until all amounts due under subsection (d) shall have been paid.
(f) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Acts 1986, ch. 887, § 15.02.
Tenn. Code Ann. § 48-249-506 — TN Code / Title 48 / Chapter 249 / Section 48-249-506
Determination of fair value
Status: in_force

If an LLC is required or elects to purchase a membership interest at fair value under § 48-249-505 , then: (1) Communication by LLC. The LLC shall communicate its determination of fair value, and its proposed terms of payment, to the member, or the member's personal representative, who is entitled to receive payment in consideration for the member's terminated membership interest, not later than thirty (30) days after the date of termination, or, if applicable, thirty (30) days after the later date of an election made under § 48-249-505(b)(2) . Such communication shall be accompanied by: (A) A statement of the LLC's assets and liabilities as of the date of termination; (B) The LLC's latest available balance sheet and income statement, if any; and (C) An explanation of how the determination of fair value was made; (2) LLC documents govern. If the amount of fair value and other terms of payment are fixed or are to be determined by the LLC documents, the amount and terms so fixed or determined govern; and (3) Judicial determination of fair value. (A) If an agreement as to the amount of fair value and payment terms is not made within one hundred twenty (120) days after the termination date, or, if applicable, the later date of an election made under § 48-249-505(b)(2) , either the member whose membership interest has terminated, or the member's personal representative, or the LLC may, within another one hundred twenty (120) days, commence a proceeding against the other to determine the fair value and payment terms. Any such proceeding shall be brought in a court of record having equity jurisdiction in the county where the LLC's principal executive office, or, if not in this state, its registered office is located. The LLC, at its expense, shall notify all of the remaining members in writing, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subdivision (3) is plenary and exclusive. The court shall determine the fair value of the membership interest, in accordance with the standards set forth in subdivision (3)(B) together with the terms for payment; and (B) In a proceeding brought to determine the fair value of a membership interest in an LLC, the court: (i) Shall enforce any governing terms in the LLC documents as to the amount of fair value and other terms of payment as provided in subdivision (2); (ii) In the absence of any such governing terms in the LLC documents, shall determine the fair value of the membership interest, considering, among other relevant evidence, the going concern value of the LLC, any other agreement among any members fixing the price or specifying a formula for determining value of membership interests for any other purpose, the recommendations of an appraiser appointed by the court, if any, the recommendations of any of the appraisers of the parties to the proceeding, and any legal or financial constraints on the ability of the LLC to purchase the membership interest; (iii) Shall specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the other creditors of the LLC, security, including the purchased membership interest, for a deferred purchase price, and a covenant not to compete or other restriction on the member whose membership interest has terminated; (iv) Shall require, subject to retention of any security interest by the member whose membership interest has terminated under subdivision (3)(B)(iii) the member whose membership interest has terminated to deliver an instrument of transfer of the membership interest to the LLC upon receipt of the purchase price or the first installment of the purchase price; (v) May award one (1) or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding, if the court finds that a party to the proceeding violated such party's obligations to act in good faith and to engage in fair dealing set forth in § 48-249-403(d) ; and (vi) Shall order that interest, at the rate specified for judgments under § 47-14-121 , shall be paid on such amount, from the date such amount was determined to be due through the date of payment, if the court determines that all or any installment of the amounts to be paid in respect of the terminating member's membership interest should have been paid prior to the date of judgment. Acts 2005, ch. 286, § 1.
If an LLC is required or elects to purchase a membership interest at fair value under § 48-249-505 , then:
(1) Communication by LLC. The LLC shall communicate its determination of fair value, and its proposed terms of payment, to the member, or the member's personal representative, who is entitled to receive payment in consideration for the member's terminated membership interest, not later than thirty (30) days after the date of termination, or, if applicable, thirty (30) days after the later date of an election made under § 48-249-505(b)(2) . Such communication shall be accompanied by: (A) A statement of the LLC's assets and liabilities as of the date of termination; (B) The LLC's latest available balance sheet and income statement, if any; and (C) An explanation of how the determination of fair value was made;
(A) A statement of the LLC's assets and liabilities as of the date of termination;
(B) The LLC's latest available balance sheet and income statement, if any; and
(C) An explanation of how the determination of fair value was made;
(2) LLC documents govern. If the amount of fair value and other terms of payment are fixed or are to be determined by the LLC documents, the amount and terms so fixed or determined govern; and
(3) Judicial determination of fair value. (A) If an agreement as to the amount of fair value and payment terms is not made within one hundred twenty (120) days after the termination date, or, if applicable, the later date of an election made under § 48-249-505(b)(2) , either the member whose membership interest has terminated, or the member's personal representative, or the LLC may, within another one hundred twenty (120) days, commence a proceeding against the other to determine the fair value and payment terms. Any such proceeding shall be brought in a court of record having equity jurisdiction in the county where the LLC's principal executive office, or, if not in this state, its registered office is located. The LLC, at its expense, shall notify all of the remaining members in writing, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subdivision (3) is plenary and exclusive. The court shall determine the fair value of the membership interest, in accordance with the standards set forth in subdivision (3)(B) together with the terms for payment; and (B) In a proceeding brought to determine the fair value of a membership interest in an LLC, the court: (i) Shall enforce any governing terms in the LLC documents as to the amount of fair value and other terms of payment as provided in subdivision (2); (ii) In the absence of any such governing terms in the LLC documents, shall determine the fair value of the membership interest, considering, among other relevant evidence, the going concern value of the LLC, any other agreement among any members fixing the price or specifying a formula for determining value of membership interests for any other purpose, the recommendations of an appraiser appointed by the court, if any, the recommendations of any of the appraisers of the parties to the proceeding, and any legal or financial constraints on the ability of the LLC to purchase the membership interest; (iii) Shall specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the other creditors of the LLC, security, including the purchased membership interest, for a deferred purchase price, and a covenant not to compete or other restriction on the member whose membership interest has terminated; (iv) Shall require, subject to retention of any security interest by the member whose membership interest has terminated under subdivision (3)(B)(iii) the member whose membership interest has terminated to deliver an instrument of transfer of the membership interest to the LLC upon receipt of the purchase price or the first installment of the purchase price; (v) May award one (1) or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding, if the court finds that a party to the proceeding violated such party's obligations to act in good faith and to engage in fair dealing set forth in § 48-249-403(d) ; and (vi) Shall order that interest, at the rate specified for judgments under § 47-14-121 , shall be paid on such amount, from the date such amount was determined to be due through the date of payment, if the court determines that all or any installment of the amounts to be paid in respect of the terminating member's membership interest should have been paid prior to the date of judgment.
(A) If an agreement as to the amount of fair value and payment terms is not made within one hundred twenty (120) days after the termination date, or, if applicable, the later date of an election made under § 48-249-505(b)(2) , either the member whose membership interest has terminated, or the member's personal representative, or the LLC may, within another one hundred twenty (120) days, commence a proceeding against the other to determine the fair value and payment terms. Any such proceeding shall be brought in a court of record having equity jurisdiction in the county where the LLC's principal executive office, or, if not in this state, its registered office is located. The LLC, at its expense, shall notify all of the remaining members in writing, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subdivision (3) is plenary and exclusive. The court shall determine the fair value of the membership interest, in accordance with the standards set forth in subdivision (3)(B) together with the terms for payment; and
(B) In a proceeding brought to determine the fair value of a membership interest in an LLC, the court: (i) Shall enforce any governing terms in the LLC documents as to the amount of fair value and other terms of payment as provided in subdivision (2); (ii) In the absence of any such governing terms in the LLC documents, shall determine the fair value of the membership interest, considering, among other relevant evidence, the going concern value of the LLC, any other agreement among any members fixing the price or specifying a formula for determining value of membership interests for any other purpose, the recommendations of an appraiser appointed by the court, if any, the recommendations of any of the appraisers of the parties to the proceeding, and any legal or financial constraints on the ability of the LLC to purchase the membership interest; (iii) Shall specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the other creditors of the LLC, security, including the purchased membership interest, for a deferred purchase price, and a covenant not to compete or other restriction on the member whose membership interest has terminated; (iv) Shall require, subject to retention of any security interest by the member whose membership interest has terminated under subdivision (3)(B)(iii) the member whose membership interest has terminated to deliver an instrument of transfer of the membership interest to the LLC upon receipt of the purchase price or the first installment of the purchase price; (v) May award one (1) or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding, if the court finds that a party to the proceeding violated such party's obligations to act in good faith and to engage in fair dealing set forth in § 48-249-403(d) ; and (vi) Shall order that interest, at the rate specified for judgments under § 47-14-121 , shall be paid on such amount, from the date such amount was determined to be due through the date of payment, if the court determines that all or any installment of the amounts to be paid in respect of the terminating member's membership interest should have been paid prior to the date of judgment.
(i) Shall enforce any governing terms in the LLC documents as to the amount of fair value and other terms of payment as provided in subdivision (2);
(ii) In the absence of any such governing terms in the LLC documents, shall determine the fair value of the membership interest, considering, among other relevant evidence, the going concern value of the LLC, any other agreement among any members fixing the price or specifying a formula for determining value of membership interests for any other purpose, the recommendations of an appraiser appointed by the court, if any, the recommendations of any of the appraisers of the parties to the proceeding, and any legal or financial constraints on the ability of the LLC to purchase the membership interest;
(iii) Shall specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the other creditors of the LLC, security, including the purchased membership interest, for a deferred purchase price, and a covenant not to compete or other restriction on the member whose membership interest has terminated;
(iv) Shall require, subject to retention of any security interest by the member whose membership interest has terminated under subdivision (3)(B)(iii) the member whose membership interest has terminated to deliver an instrument of transfer of the membership interest to the LLC upon receipt of the purchase price or the first installment of the purchase price;
(v) May award one (1) or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding, if the court finds that a party to the proceeding violated such party's obligations to act in good faith and to engage in fair dealing set forth in § 48-249-403(d) ; and
(vi) Shall order that interest, at the rate specified for judgments under § 47-14-121 , shall be paid on such amount, from the date such amount was determined to be due through the date of payment, if the court determines that all or any installment of the amounts to be paid in respect of the terminating member's membership interest should have been paid prior to the date of judgment.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-25-106 — TN Code / Title 48 / Chapter 25 / Section 48-25-106
Corporate name of foreign corporation
Status: in_force

(a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names: (1) The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101 ; (2) An assumed corporate name which meets the requirements of § 48-14-101 ; or (3) The corporate name of the foreign corporation with the word "corporation," "incorporated" or "company," or the abbreviation "corp.," "inc." or "co." added. (b) Except as authorized by subsections (c) and (d), the corporate name (including an assumed corporate name) of a foreign corporation must be distinguishable upon the records of the secretary of state from: (1) The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state; (2) A corporate name or assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103 ; (3) The corporate name of a not for profit corporation incorporated or authorized to transact business in this state; and (4) A limited partnership name reserved or organized under the laws of the state of Tennessee or registered as a foreign limited partnership in Tennessee. (c) A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the secretary of state's records from the name applied for. The secretary of state shall authorize use of the name applied for if: (1) The other corporation or limited partnership consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or (2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of record having competent jurisdiction, establishing the applicant's right to use the name applied for in this state. (d) A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign corporation that is used in this state, if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has: (1) Merged with the other corporation; (2) Been formed by reorganization of the other corporation; or (3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-14-101 , it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-14-101 and obtains an amended certificate of authority under § 48-25-104 . Acts 1986, ch. 887, § 15.06; 1989, ch. 451, § 26; 1991, ch. 188, § 15.
(a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names: (1) The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101 ; (2) An assumed corporate name which meets the requirements of § 48-14-101 ; or (3) The corporate name of the foreign corporation with the word "corporation," "incorporated" or "company," or the abbreviation "corp.," "inc." or "co." added.
(1) The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101 ;
(2) An assumed corporate name which meets the requirements of § 48-14-101 ; or
(3) The corporate name of the foreign corporation with the word "corporation," "incorporated" or "company," or the abbreviation "corp.," "inc." or "co." added.
(b) Except as authorized by subsections (c) and (d), the corporate name (including an assumed corporate name) of a foreign corporation must be distinguishable upon the records of the secretary of state from: (1) The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state; (2) A corporate name or assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103 ; (3) The corporate name of a not for profit corporation incorporated or authorized to transact business in this state; and (4) A limited partnership name reserved or organized under the laws of the state of Tennessee or registered as a foreign limited partnership in Tennessee.
(1) The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state;
(2) A corporate name or assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103 ;
(3) The corporate name of a not for profit corporation incorporated or authorized to transact business in this state; and
(4) A limited partnership name reserved or organized under the laws of the state of Tennessee or registered as a foreign limited partnership in Tennessee.
(c) A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the secretary of state's records from the name applied for. The secretary of state shall authorize use of the name applied for if: (1) The other corporation or limited partnership consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or (2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of record having competent jurisdiction, establishing the applicant's right to use the name applied for in this state.
(1) The other corporation or limited partnership consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or
(2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of record having competent jurisdiction, establishing the applicant's right to use the name applied for in this state.
(d) A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign corporation that is used in this state, if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has: (1) Merged with the other corporation; (2) Been formed by reorganization of the other corporation; or (3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(1) Merged with the other corporation;
(2) Been formed by reorganization of the other corporation; or
(3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-14-101 , it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-14-101 and obtains an amended certificate of authority under § 48-25-104 .
Acts 1986, ch. 887, § 15.06; 1989, ch. 451, § 26; 1991, ch. 188, § 15.
Tenn. Code Ann. § 48-101-318 — TN Code / Title 48 / Chapter 101 / Section 48-101-318
Construction with other laws - Severability
Status: in_force

(a) Neither this part nor anything herein contained shall be construed as a restriction or limitation upon any powers which the corporation might otherwise have under any laws of this state, but shall be construed as cumulative of any such powers. No proceedings, notice or approval shall be required for the organization of the corporation or the issuance of any bonds or any instrument as security therefor, except as herein provided, any other law to the contrary notwithstanding; provided, that nothing herein shall be construed to deprive the state and its governmental subdivisions of their respective police powers over properties of the corporation, or to impair any power thereover of any official or agency of the state and its governmental subdivisions which may be otherwise provided by law. (b) The powers conferred by this part shall be in addition and supplementary to, and the limitations by this part shall not affect the powers conferred by, any other general, special or local law. Projects may be acquired, purchased, constructed, reconstructed, improved, bettered and extended and bonds may be issued under this part for these purposes, notwithstanding that any other general, special or local law may provide for the acquisition, purchase, construction, reconstruction, improvement, betterment and extension of a like project, or the issuance of bonds for like purposes, and without regard to the requirements, restrictions, limitations or other provisions contained in any other general, special or local law. (c) If any one (1) or more sections or provisions of this part (including, without limitation, the provisions of § 48-101-317 authorizing the transfer of a project site by a municipality to a corporation and the provisions of § 48-101-312 exempting the corporation and its properties from taxation), or the application thereof to any person or circumstance, shall ever be held by any court of competent jurisdiction to be invalid, the remaining provisions of this part and the application thereof to persons or circumstances, other than those to which it is held to be invalid, shall not be affected thereby, it being the intention of the general assembly to enact the remaining provisions of this part, notwithstanding such invalidity. (d) If any provision of § 48-101-301(8) or § 48-101-301(15)(D) , as amended by Acts 1988, ch. 1014, or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of § 48-101-301(8) or § 48-101-301(15)(D) , as amended by chapter 1014 of the Acts of 1988, which can be given effect without the invalid provision or application, and to that end § 48-101-301(8) or (15)(D) , as amended by chapter 1014 of the Acts of 1988, are declared to be severable. Acts 1969, ch. 333, §§ 16, 18; T.C.A., §§ 48-1916, 48-1918; Acts 1988, ch. 1014, § 3; T.C.A., § 48-3-318.
(a) Neither this part nor anything herein contained shall be construed as a restriction or limitation upon any powers which the corporation might otherwise have under any laws of this state, but shall be construed as cumulative of any such powers. No proceedings, notice or approval shall be required for the organization of the corporation or the issuance of any bonds or any instrument as security therefor, except as herein provided, any other law to the contrary notwithstanding; provided, that nothing herein shall be construed to deprive the state and its governmental subdivisions of their respective police powers over properties of the corporation, or to impair any power thereover of any official or agency of the state and its governmental subdivisions which may be otherwise provided by law.
(b) The powers conferred by this part shall be in addition and supplementary to, and the limitations by this part shall not affect the powers conferred by, any other general, special or local law. Projects may be acquired, purchased, constructed, reconstructed, improved, bettered and extended and bonds may be issued under this part for these purposes, notwithstanding that any other general, special or local law may provide for the acquisition, purchase, construction, reconstruction, improvement, betterment and extension of a like project, or the issuance of bonds for like purposes, and without regard to the requirements, restrictions, limitations or other provisions contained in any other general, special or local law.
(c) If any one (1) or more sections or provisions of this part (including, without limitation, the provisions of § 48-101-317 authorizing the transfer of a project site by a municipality to a corporation and the provisions of § 48-101-312 exempting the corporation and its properties from taxation), or the application thereof to any person or circumstance, shall ever be held by any court of competent jurisdiction to be invalid, the remaining provisions of this part and the application thereof to persons or circumstances, other than those to which it is held to be invalid, shall not be affected thereby, it being the intention of the general assembly to enact the remaining provisions of this part, notwithstanding such invalidity.
(d) If any provision of § 48-101-301(8) or § 48-101-301(15)(D) , as amended by Acts 1988, ch. 1014, or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of § 48-101-301(8) or § 48-101-301(15)(D) , as amended by chapter 1014 of the Acts of 1988, which can be given effect without the invalid provision or application, and to that end § 48-101-301(8) or (15)(D) , as amended by chapter 1014 of the Acts of 1988, are declared to be severable.
Acts 1969, ch. 333, §§ 16, 18; T.C.A., §§ 48-1916, 48-1918; Acts 1988, ch. 1014, § 3; T.C.A., § 48-3-318.
Tenn. Code Ann. § 48-21-114 — TN Code / Title 48 / Chapter 21 / Section 48-21-114
Effect of entity conversion
Status: in_force

(a) When a conversion under § 48-21-111 takes effect: (1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment; (2) All obligations and liabilities of the converting entity continue as obligations and liabilities of the survivor; (3) An action or proceeding pending against the converting entity continues against the survivor as if the conversion had not occurred; (4) In the case of a survivor that is a filing entity, its charter or public organic document and its private organic document become effective; (5) In the case of a survivor that is a nonfiling entity, its private organic document becomes effective; (6) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests, or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any dissenters' rights they may have under chapter 23 of this title or under the applicable organic law of the converting entity if it is other than a corporation; and (7) The survivor is deemed to: (A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes; (B) Be the same corporation or unincorporated entity without interruption as the converting entity; and (C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized. (b) When a conversion of a domestic business corporation to a foreign other entity becomes effective, the surviving entity is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise dissenters' rights in connection with the conversion; and (2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under chapter 23 of this title. (c) A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the survivor shall be personally liable only for those debts, obligations, or liabilities of the survivor that arise after the effective time of the articles of entity conversion. (d) The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation shall be as follows: (1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion; (2) The interest holder shall not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion; (3) The organic law of the unincorporated entity shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred; and (4) The interest holder shall have whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred. (e) The converting entity 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 entity. (f) The interests of the interest holders of the converting entity, unless otherwise agreed, shall be cancelled and become of no effect whatsoever, with respect to the survivor, and the former holders of such interests shall be entitled only to the rights provided in the plan of conversion or the organic documents for the conversion of shares into interests in the survivor. (g) A conversion shall take effect upon the date the articles of conversion are filed, as provided in § 48-21-112 , or on such later date as may be specified in the plan of conversion. (h) Notwithstanding any other law to the contrary, this section and § 48-21-109 shall have no effect on the application of title 67 and other state and federal tax statutes. Any tax consequences of the conversion as referenced herein shall continue to be controlled by applicable state and federal tax statutes as they may be amended from time to time. Acts 2012, ch. 1051, § 39.
(a) When a conversion under § 48-21-111 takes effect: (1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment; (2) All obligations and liabilities of the converting entity continue as obligations and liabilities of the survivor; (3) An action or proceeding pending against the converting entity continues against the survivor as if the conversion had not occurred; (4) In the case of a survivor that is a filing entity, its charter or public organic document and its private organic document become effective; (5) In the case of a survivor that is a nonfiling entity, its private organic document becomes effective; (6) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests, or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any dissenters' rights they may have under chapter 23 of this title or under the applicable organic law of the converting entity if it is other than a corporation; and (7) The survivor is deemed to: (A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes; (B) Be the same corporation or unincorporated entity without interruption as the converting entity; and (C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
(1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment;
(2) All obligations and liabilities of the converting entity continue as obligations and liabilities of the survivor;
(3) An action or proceeding pending against the converting entity continues against the survivor as if the conversion had not occurred;
(4) In the case of a survivor that is a filing entity, its charter or public organic document and its private organic document become effective;
(5) In the case of a survivor that is a nonfiling entity, its private organic document becomes effective;
(6) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests, or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any dissenters' rights they may have under chapter 23 of this title or under the applicable organic law of the converting entity if it is other than a corporation; and
(7) The survivor is deemed to: (A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes; (B) Be the same corporation or unincorporated entity without interruption as the converting entity; and (C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
(A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes;
(B) Be the same corporation or unincorporated entity without interruption as the converting entity; and
(C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
(b) When a conversion of a domestic business corporation to a foreign other entity becomes effective, the surviving entity is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise dissenters' rights in connection with the conversion; and (2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under chapter 23 of this title.
(1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise dissenters' rights in connection with the conversion; and
(2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under chapter 23 of this title.
(c) A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the survivor shall be personally liable only for those debts, obligations, or liabilities of the survivor that arise after the effective time of the articles of entity conversion.
(d) The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation shall be as follows: (1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion; (2) The interest holder shall not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion; (3) The organic law of the unincorporated entity shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred; and (4) The interest holder shall have whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred.
(1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion;
(2) The interest holder shall not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion;
(3) The organic law of the unincorporated entity shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred; and
(4) The interest holder shall have whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred.
(e) The converting entity 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 entity.
(f) The interests of the interest holders of the converting entity, unless otherwise agreed, shall be cancelled and become of no effect whatsoever, with respect to the survivor, and the former holders of such interests shall be entitled only to the rights provided in the plan of conversion or the organic documents for the conversion of shares into interests in the survivor.
(g) A conversion shall take effect upon the date the articles of conversion are filed, as provided in § 48-21-112 , or on such later date as may be specified in the plan of conversion.
(h) Notwithstanding any other law to the contrary, this section and § 48-21-109 shall have no effect on the application of title 67 and other state and federal tax statutes. Any tax consequences of the conversion as referenced herein shall continue to be controlled by applicable state and federal tax statutes as they may be amended from time to time.
Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-245-303 — TN Code / Title 48 / Chapter 245 / Section 48-245-303
Reinstatement following administrative dissolution
Status: in_force

(a) An LLC administratively dissolved under § 48-245-302 may apply to the secretary of state for reinstatement following administrative dissolution. The application must: (1) Be accompanied by a confirmation of good standing relative to such LLC; (2) Recite the name of the LLC at its date of administrative dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State an LLC name that satisfies the requirements of § 48-207-101 ; (b) (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with § 48-208-104 . (2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles insofar as it pertains to the LLC's name. (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the LLC resumes carrying on its business as if the administrative dissolution had never occurred. Acts 1994, ch. 868, § 1; 2010, ch. 741, §§ 27, 28; 2011, ch. 99, §§ 5-7.
(a) An LLC administratively dissolved under § 48-245-302 may apply to the secretary of state for reinstatement following administrative dissolution. The application must: (1) Be accompanied by a confirmation of good standing relative to such LLC; (2) Recite the name of the LLC at its date of administrative dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State an LLC name that satisfies the requirements of § 48-207-101 ;
(1) Be accompanied by a confirmation of good standing relative to such LLC;
(2) Recite the name of the LLC at its date of administrative dissolution;
(3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4) State an LLC name that satisfies the requirements of § 48-207-101 ;
(b) (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with § 48-208-104 . (2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles insofar as it pertains to the LLC's name.
(1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with § 48-208-104 .
(2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles insofar as it pertains to the LLC's name.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.
Acts 1994, ch. 868, § 1; 2010, ch. 741, §§ 27, 28; 2011, ch. 99, §§ 5-7.
Tenn. Code Ann. § 48-101-631 — TN Code / Title 48 / Chapter 101 / Section 48-101-631
Jurisdiction of licensing authority and laws pertaining to standards of professional conduct not restricted
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. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-631.
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.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-631.
Tenn. Code Ann. § 48-68-101 — TN Code / Title 48 / Chapter 68 / Section 48-68-101
Application to existing domestic corporations
Status: in_force

(a) Chapters 51-68 of this title apply to all domestic nonprofit corporations in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations. Chapters 51-68 of this title 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 51-68 of this title and in the manner set out in chapters 51-68 of this title. Such amendments and the particular rights, obligations, duties, and privileges conferred or imposed by the amendments shall be subject to § 48-51-102 . (b) Section 48-52-102(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 § 48-52-102(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 § 48-52-102(a)(4) 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 55 or 65 of this title. (c) Chapters 51-68 of this title shall not apply to municipal corporations; provided, that this chapter shall apply to any public governmental corporation or authority created by or established under the authority of a municipal corporation or county or both for the performance of public functions, including industrial development boards created pursuant to title 7. (d) Chapter 523, § 1 (3.06 - 3.11) of the Acts of 1968, 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) Chapter 523, § 1 (12.01 - 12.12, 12.14) of the Acts of 1968 and chapter 66, §§ 1 and 2 of the Acts of 1969, 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. Acts 1987, ch. 242, § 18.01.
(a) Chapters 51-68 of this title apply to all domestic nonprofit corporations in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations. Chapters 51-68 of this title 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 51-68 of this title and in the manner set out in chapters 51-68 of this title. Such amendments and the particular rights, obligations, duties, and privileges conferred or imposed by the amendments shall be subject to § 48-51-102 .
(b) Section 48-52-102(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 § 48-52-102(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 § 48-52-102(a)(4) 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 55 or 65 of this title.
(c) Chapters 51-68 of this title shall not apply to municipal corporations; provided, that this chapter shall apply to any public governmental corporation or authority created by or established under the authority of a municipal corporation or county or both for the performance of public functions, including industrial development boards created pursuant to title 7.
(d) Chapter 523, § 1 (3.06 - 3.11) of the Acts of 1968, 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) Chapter 523, § 1 (12.01 - 12.12, 12.14) of the Acts of 1968 and chapter 66, §§ 1 and 2 of the Acts of 1969, 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.
Acts 1987, ch. 242, § 18.01.
Tenn. Code Ann. § 48-25-303 — TN Code / Title 48 / Chapter 25 / Section 48-25-303
Reinstatement following administrative revocation
Status: in_force

(a) A foreign corporation whose certificate of authority is administratively revoked under § 48-25-302 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of revocation; (3) State that the ground or grounds for revocation either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-14-101 . (b) (1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-15-104 . (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the corporate name. (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred. Acts 1986, ch. 887, § 15.32; 1987, ch. 273, § 43; 1989, ch. 451, § 30; 1991, ch. 188, § 10; 2000, ch. 572, § 1; 2010, ch. 741, §§ 10, 11; 2011, ch. 99, § 2.
(a) A foreign corporation whose certificate of authority is administratively revoked under § 48-25-302 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of revocation; (3) State that the ground or grounds for revocation either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-14-101 .
(1) Contain a confirmation of good standing relative to such foreign corporation;
(2) Recite the name of the corporation at its date of revocation;
(3) State that the ground or grounds for revocation either did not exist or have been eliminated; and
(4) State a corporate name that satisfies the requirements of § 48-14-101 .
(b) (1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-15-104 . (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the corporate name.
(1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-15-104 .
(2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the corporate name.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred.
Acts 1986, ch. 887, § 15.32; 1987, ch. 273, § 43; 1989, ch. 451, § 30; 1991, ch. 188, § 10; 2000, ch. 572, § 1; 2010, ch. 741, §§ 10, 11; 2011, ch. 99, § 2.
Tenn. Code Ann. § 48-54-101 — TN Code / Title 48 / Chapter 54 / Section 48-54-101
Corporate name
Status: in_force

(a) A corporate name may not contain language stating or implying that the corporation: (1) Transacts or has power to transact any affairs for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing; (2) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed; (3) Is an agency or instrumentality of, affiliated with, or sponsored by the United States or the state of Tennessee or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state of Tennessee or subdivision or agency thereof; or (4) Is organized for a purpose other than that permitted by § 48-53-101 and its charter. (b) Except as authorized by subsection (c), the name of a corporation shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law. (c) A domestic corporation, or person acting on behalf of a corporation not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent. (d) (1) A domestic corporation or a foreign corporation authorized to conduct affairs or applying for a certificate of authority to conduct affairs may elect to adopt an assumed corporate name that complies with the requirements of subsections (a), (b) and (c). (2) As used in chapters 51-68 of this title, "assumed corporate name" means any name used by the corporation other than its true corporate name, except that the following shall not constitute the use of an assumed corporate name under chapters 51-68 of this title: (A) The identification by a corporation of its business with a trademark or service mark of which it is the owner or licensed user; and (B) The use of a name of a division, not separately incorporated; provided, that the corporation also clearly discloses its corporate name. (3) Before conducting affairs in this state under an assumed corporate name or names, the corporation shall, for each assumed corporate name, pursuant to resolution by its board of directors, execute and file in accordance with chapter 51, part 3 of this title, an application setting forth: (A) The true corporate name; (B) The state or country under the laws of which it is organized; (C) That it intends to transact business under an assumed corporate name; and (D) The assumed corporate name which it proposes to use. (4) The right to use an assumed corporate name shall be effective for five (5) years from the date of filing by the secretary of state. (5) A corporation shall renew the right to use its assumed corporate name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-51-303(a) . (e) Any domestic or foreign corporation may, pursuant to resolution by its board of directors, change or cancel any or all of its assumed corporate names by executing and filing, in accordance with chapter 51, part 3 of this title, an application setting forth: (1) The true corporate name; (2) The state or country under the laws of which it is organized; (3) That it intends to cease conducting affairs under an assumed corporate name by changing or cancelling it; (4) The assumed corporate name to be changed from or cancelled; and (5) If the assumed corporate name is to be changed, the assumed corporate name which the corporation proposes to use. (f) Upon the filing of an application to change an assumed corporate name, the corporation shall have the right to use such assumed corporate name for the period authorized by subsection (d). (g) The right to use an assumed corporate name shall be cancelled by the secretary of state: (1) If the corporation fails to renew an assumed corporate name; (2) If the corporation has filed an application to change or cancel an assumed corporate name; (3) If a domestic corporation has been dissolved; or (4) If a foreign corporation has had its certificate of authority to conduct affairs in this state revoked or has withdrawn its certificate of authority. (h) Nothing in this section or in § 48-54-102 , § 48-54-103 or § 48-65-106 shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks. Amended by 2017 Tenn. Acts, ch. 333,s 1, eff. 5/9/2017. Acts 1987, ch. 242, § 4.01; 1989, ch. 445, §§ 3, 26; 2010, ch. 743, §§ 3, 4.
(a) A corporate name may not contain language stating or implying that the corporation: (1) Transacts or has power to transact any affairs for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing; (2) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed; (3) Is an agency or instrumentality of, affiliated with, or sponsored by the United States or the state of Tennessee or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state of Tennessee or subdivision or agency thereof; or (4) Is organized for a purpose other than that permitted by § 48-53-101 and its charter.
(1) Transacts or has power to transact any affairs for which authorization in whatever form and however denominated is required under the laws of this state, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing;
(2) Is organized as, affiliated with, or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed;
(3) Is an agency or instrumentality of, affiliated with, or sponsored by the United States or the state of Tennessee or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state of Tennessee or subdivision or agency thereof; or
(4) Is organized for a purpose other than that permitted by § 48-53-101 and its charter.
(b) Except as authorized by subsection (c), the name of a corporation shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
(c) A domestic corporation, or person acting on behalf of a corporation not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
(3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(d) (1) A domestic corporation or a foreign corporation authorized to conduct affairs or applying for a certificate of authority to conduct affairs may elect to adopt an assumed corporate name that complies with the requirements of subsections (a), (b) and (c). (2) As used in chapters 51-68 of this title, "assumed corporate name" means any name used by the corporation other than its true corporate name, except that the following shall not constitute the use of an assumed corporate name under chapters 51-68 of this title: (A) The identification by a corporation of its business with a trademark or service mark of which it is the owner or licensed user; and (B) The use of a name of a division, not separately incorporated; provided, that the corporation also clearly discloses its corporate name. (3) Before conducting affairs in this state under an assumed corporate name or names, the corporation shall, for each assumed corporate name, pursuant to resolution by its board of directors, execute and file in accordance with chapter 51, part 3 of this title, an application setting forth: (A) The true corporate name; (B) The state or country under the laws of which it is organized; (C) That it intends to transact business under an assumed corporate name; and (D) The assumed corporate name which it proposes to use. (4) The right to use an assumed corporate name shall be effective for five (5) years from the date of filing by the secretary of state. (5) A corporation shall renew the right to use its assumed corporate name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-51-303(a) .
(1) A domestic corporation or a foreign corporation authorized to conduct affairs or applying for a certificate of authority to conduct affairs may elect to adopt an assumed corporate name that complies with the requirements of subsections (a), (b) and (c).
(2) As used in chapters 51-68 of this title, "assumed corporate name" means any name used by the corporation other than its true corporate name, except that the following shall not constitute the use of an assumed corporate name under chapters 51-68 of this title: (A) The identification by a corporation of its business with a trademark or service mark of which it is the owner or licensed user; and (B) The use of a name of a division, not separately incorporated; provided, that the corporation also clearly discloses its corporate name.
(A) The identification by a corporation of its business with a trademark or service mark of which it is the owner or licensed user; and
(B) The use of a name of a division, not separately incorporated; provided, that the corporation also clearly discloses its corporate name.
(3) Before conducting affairs in this state under an assumed corporate name or names, the corporation shall, for each assumed corporate name, pursuant to resolution by its board of directors, execute and file in accordance with chapter 51, part 3 of this title, an application setting forth: (A) The true corporate name; (B) The state or country under the laws of which it is organized; (C) That it intends to transact business under an assumed corporate name; and (D) The assumed corporate name which it proposes to use.
(A) The true corporate name;
(B) The state or country under the laws of which it is organized;
(C) That it intends to transact business under an assumed corporate name; and
(D) The assumed corporate name which it proposes to use.
(4) The right to use an assumed corporate name shall be effective for five (5) years from the date of filing by the secretary of state.
(5) A corporation shall renew the right to use its assumed corporate name or names, if any, within the two (2) months preceding the expiration of such right, for a period of five (5) years, by filing an application to renew each assumed name and paying the renewal fee as prescribed by § 48-51-303(a) .
(e) Any domestic or foreign corporation may, pursuant to resolution by its board of directors, change or cancel any or all of its assumed corporate names by executing and filing, in accordance with chapter 51, part 3 of this title, an application setting forth: (1) The true corporate name; (2) The state or country under the laws of which it is organized; (3) That it intends to cease conducting affairs under an assumed corporate name by changing or cancelling it; (4) The assumed corporate name to be changed from or cancelled; and (5) If the assumed corporate name is to be changed, the assumed corporate name which the corporation proposes to use.
(1) The true corporate name;
(2) The state or country under the laws of which it is organized;
(3) That it intends to cease conducting affairs under an assumed corporate name by changing or cancelling it;
(4) The assumed corporate name to be changed from or cancelled; and
(5) If the assumed corporate name is to be changed, the assumed corporate name which the corporation proposes to use.
(f) Upon the filing of an application to change an assumed corporate name, the corporation shall have the right to use such assumed corporate name for the period authorized by subsection (d).
(g) The right to use an assumed corporate name shall be cancelled by the secretary of state: (1) If the corporation fails to renew an assumed corporate name; (2) If the corporation has filed an application to change or cancel an assumed corporate name; (3) If a domestic corporation has been dissolved; or (4) If a foreign corporation has had its certificate of authority to conduct affairs in this state revoked or has withdrawn its certificate of authority.
(1) If the corporation fails to renew an assumed corporate name;
(2) If the corporation has filed an application to change or cancel an assumed corporate name;
(3) If a domestic corporation has been dissolved; or
(4) If a foreign corporation has had its certificate of authority to conduct affairs in this state revoked or has withdrawn its certificate of authority.
(h) Nothing in this section or in § 48-54-102 , § 48-54-103 or § 48-65-106 shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.
Amended by 2017 Tenn. Acts, ch. 333,s 1, eff. 5/9/2017.
Acts 1987, ch. 242, § 4.01; 1989, ch. 445, §§ 3, 26; 2010, ch. 743, §§ 3, 4.
Tenn. Code Ann. § 48-65-105 — TN Code / Title 48 / Chapter 65 / Section 48-65-105
Effect of certificate of authority
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 51-68 of this title. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by chapters 51-68 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) Chapters 51-68 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. (d) This state does hereby release its right of escheat by virtue of the alien origin of such foreign corporation, or the alienage or nonresidence of the members of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29, part 1. Acts 1987, ch. 242, § 15.05.
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 51-68 of this title.
(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by chapters 51-68 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c) Chapters 51-68 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
(d) This state does hereby release its right of escheat by virtue of the alien origin of such foreign corporation, or the alienage or nonresidence of the members of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29, part 1.
Acts 1987, ch. 242, § 15.05.
Tenn. Code Ann. § 48-249-1003 — TN Code / Title 48 / Chapter 249 / Section 48-249-1003
LLC tax classification
Status: in_force

For purposes of all state and local Tennessee taxes, a domestic or foreign LLC shall be treated as a partnership or an association taxable as a corporation, as such classification is determined for federal income tax purposes. The members, and any other equity owners of a foreign LLC treated as a partnership, are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a foreign partnership. The members and holders of financial rights of a domestic LLC are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a domestic partnership. Acts 2005, ch. 286, § 1.
For purposes of all state and local Tennessee taxes, a domestic or foreign LLC shall be treated as a partnership or an association taxable as a corporation, as such classification is determined for federal income tax purposes. The members, and any other equity owners of a foreign LLC treated as a partnership, are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a foreign partnership. The members and holders of financial rights of a domestic LLC are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a domestic partnership.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-21-108 — TN Code / Title 48 / Chapter 21 / Section 48-21-108
Effect of merger or share exchange
Status: in_force

(a) When a merger becomes effective: (1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease; (2) All property owned by, and every contract right possessed by, each corporation or eligible entity that is merged into the survivor shall be vested in the survivor without reversion or impairment; (3) All liabilities of each corporation or eligible entity that is merged into the survivor shall be vested in the survivor; (4) A proceeding pending against any corporation or eligible entity that is a party to the merger may be continued as if the merger did not occur or the name of the survivor may be substituted in the proceeding for any corporation or eligible entity whose existence ceased in the merger; (5) The charter or organic document of the survivor shall be amended to the extent provided in the plan of merger; (6) The charter or organic documents of a survivor created by the plan of merger shall become effective; and (7) The share of each corporation and the interests of each eligible entity that are to be converted into shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing in the merger shall be converted or exchanged, and the former holders of such shares or eligible interests shall be entitled only to the rights provided to them in the plan of merger or to their rights under chapter 23 of this title or the organic law of the eligible entity. (b) When a share exchange takes effect, the shares of each corporation that are to be exchanged for shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property or any combination of the foregoing in the share exchange shall be exchanged, and the former holders of such shares shall be entitled only to the rights provided in the plan of share exchange or to their rights under chapter 23 of this title. (c) Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise dissenters' rights; and (2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under chapter 23 of this title. (d) The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations or liabilities of a party to the merger or share exchange shall be as follows: (1) The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange; (2) The person shall not have owner liability under the organic law of the entity in which the person was shareholder or interest holder prior to the merger or share exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or share exchange; (3) The organic law of any entity for which the person had owner liability before the merger or share exchange shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the merger or share exchange had not occurred; and (4) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (d)(1), as if the merger or share exchange had not occurred. (e) A merger or share exchange shall take effect upon the date the articles of merger or share exchange are filed as provided in § 48-21-107(b) or on such later date as may be specified in the plan of merger or share exchange. Acts 1986, ch. 887, § 11.06; 1994, ch. 776, § 41; T.C.A., § 48-21-106 ; Acts 2012, ch. 1051, § 39.
(a) When a merger becomes effective: (1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease; (2) All property owned by, and every contract right possessed by, each corporation or eligible entity that is merged into the survivor shall be vested in the survivor without reversion or impairment; (3) All liabilities of each corporation or eligible entity that is merged into the survivor shall be vested in the survivor; (4) A proceeding pending against any corporation or eligible entity that is a party to the merger may be continued as if the merger did not occur or the name of the survivor may be substituted in the proceeding for any corporation or eligible entity whose existence ceased in the merger; (5) The charter or organic document of the survivor shall be amended to the extent provided in the plan of merger; (6) The charter or organic documents of a survivor created by the plan of merger shall become effective; and (7) The share of each corporation and the interests of each eligible entity that are to be converted into shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing in the merger shall be converted or exchanged, and the former holders of such shares or eligible interests shall be entitled only to the rights provided to them in the plan of merger or to their rights under chapter 23 of this title or the organic law of the eligible entity.
(1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease;
(2) All property owned by, and every contract right possessed by, each corporation or eligible entity that is merged into the survivor shall be vested in the survivor without reversion or impairment;
(3) All liabilities of each corporation or eligible entity that is merged into the survivor shall be vested in the survivor;
(4) A proceeding pending against any corporation or eligible entity that is a party to the merger may be continued as if the merger did not occur or the name of the survivor may be substituted in the proceeding for any corporation or eligible entity whose existence ceased in the merger;
(5) The charter or organic document of the survivor shall be amended to the extent provided in the plan of merger;
(6) The charter or organic documents of a survivor created by the plan of merger shall become effective; and
(7) The share of each corporation and the interests of each eligible entity that are to be converted into shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing in the merger shall be converted or exchanged, and the former holders of such shares or eligible interests shall be entitled only to the rights provided to them in the plan of merger or to their rights under chapter 23 of this title or the organic law of the eligible entity.
(b) When a share exchange takes effect, the shares of each corporation that are to be exchanged for shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property or any combination of the foregoing in the share exchange shall be exchanged, and the former holders of such shares shall be entitled only to the rights provided in the plan of share exchange or to their rights under chapter 23 of this title.
(c) Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise dissenters' rights; and (2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under chapter 23 of this title.
(1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise dissenters' rights; and
(2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under chapter 23 of this title.
(d) The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations or liabilities of a party to the merger or share exchange shall be as follows: (1) The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange; (2) The person shall not have owner liability under the organic law of the entity in which the person was shareholder or interest holder prior to the merger or share exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or share exchange; (3) The organic law of any entity for which the person had owner liability before the merger or share exchange shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the merger or share exchange had not occurred; and (4) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (d)(1), as if the merger or share exchange had not occurred.
(1) The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange;
(2) The person shall not have owner liability under the organic law of the entity in which the person was shareholder or interest holder prior to the merger or share exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or share exchange;
(3) The organic law of any entity for which the person had owner liability before the merger or share exchange shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the merger or share exchange had not occurred; and
(4) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (d)(1), as if the merger or share exchange had not occurred.
(e) A merger or share exchange shall take effect upon the date the articles of merger or share exchange are filed as provided in § 48-21-107(b) or on such later date as may be specified in the plan of merger or share exchange.
Acts 1986, ch. 887, § 11.06; 1994, ch. 776, § 41; T.C.A., § 48-21-106 ; Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-248-403 — TN Code / Title 48 / Chapter 248 / Section 48-248-403
Disqualification of members
Status: in_force

If any member of a PLLC becomes disqualified to render those professional services for which it was formed within the state, such member shall be deemed to have resigned and wrongfully withdrawn from the PLLC and shall have no further interests as a member in the PLLC other than the right to receive any distribution to which such member may be entitled under the articles or an operating agreement or § 48-216-101(d) . If any member, manager, agent or employee of a PLLC organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render those professional services within this state, that member, manager, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that PLLC. A PLLC's failure to require compliance with this provision shall constitute a ground for the forfeiture of its articles and its dissolution by the secretary of state or, in the case of a foreign professional PLLC, for the revocation of its certificate of authority in this state. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 93.
If any member of a PLLC becomes disqualified to render those professional services for which it was formed within the state, such member shall be deemed to have resigned and wrongfully withdrawn from the PLLC and shall have no further interests as a member in the PLLC other than the right to receive any distribution to which such member may be entitled under the articles or an operating agreement or § 48-216-101(d) . If any member, manager, agent or employee of a PLLC organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render those professional services within this state, that member, manager, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that PLLC. A PLLC's failure to require compliance with this provision shall constitute a ground for the forfeiture of its articles and its dissolution by the secretary of state or, in the case of a foreign professional PLLC, for the revocation of its certificate of authority in this state.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 93.
Tenn. Code Ann. § 48-249-1113 — TN Code / Title 48 / Chapter 249 / Section 48-249-1113
Commencement of fair value determination proceeding
Status: in_force

(a) Right to commence proceeding. If the person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) does not accept the PLLC's offer under § 48-249-1112(b) , within the thirty-day period specified in § 48-249-1112(b) , such person may, during the following thirty-day period, deliver a written notice to the PLLC demanding that the PLLC commence a proceeding to determine the fair value of the membership interest or financial rights. The PLLC may commence a proceeding to determine the fair value of the membership interest or financial rights at any time during the sixty (60) days following the effective date of the PLLC's notice under § 48-249-1112(a) . If the PLLC does not do so, the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) may commence a proceeding against the PLLC to determine the fair value of the membership interest or financial rights. (b) Jurisdiction. A proceeding brought to determine the fair value of a membership interest or financial rights under subsection (a) shall be brought in a court of record having equity jurisdiction in the county where the PLLC's principal executive office, or, if not in this state, its registered office, is located. The PLLC and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) shall each be made a party to the proceeding. The PLLC, at its expense, shall notify, in writing, all of the other members and any other person the court directs of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. (c) Appraisers. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to such order. (d) Right to judgment. The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) is entitled to judgment for the fair value of the membership interest or financial rights determined by the court as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a) , together with interest from that date at a rate determined by the court to be fair and equitable. (e) Installment payments. The court may order the judgment paid in such installments as may be determined by the court. Acts 2005, ch. 286, § 1.
(a) Right to commence proceeding. If the person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) does not accept the PLLC's offer under § 48-249-1112(b) , within the thirty-day period specified in § 48-249-1112(b) , such person may, during the following thirty-day period, deliver a written notice to the PLLC demanding that the PLLC commence a proceeding to determine the fair value of the membership interest or financial rights. The PLLC may commence a proceeding to determine the fair value of the membership interest or financial rights at any time during the sixty (60) days following the effective date of the PLLC's notice under § 48-249-1112(a) . If the PLLC does not do so, the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) may commence a proceeding against the PLLC to determine the fair value of the membership interest or financial rights.
(b) Jurisdiction. A proceeding brought to determine the fair value of a membership interest or financial rights under subsection (a) shall be brought in a court of record having equity jurisdiction in the county where the PLLC's principal executive office, or, if not in this state, its registered office, is located. The PLLC and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) shall each be made a party to the proceeding. The PLLC, at its expense, shall notify, in writing, all of the other members and any other person the court directs of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(c) Appraisers. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to such order.
(d) Right to judgment. The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) is entitled to judgment for the fair value of the membership interest or financial rights determined by the court as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a) , together with interest from that date at a rate determined by the court to be fair and equitable.
(e) Installment payments. The court may order the judgment paid in such installments as may be determined by the court.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-21-104 — TN Code / Title 48 / Chapter 21 / Section 48-21-104
Action on plan of merger or share exchange
Status: in_force

In the case of a domestic corporation that is a party to a merger or share exchange: (1) The plan of merger or share exchange shall be adopted by the board of directors of each party to the merger or share exchange and approved by the shareholders; (2) Except as provided in subdivision (7) and in § 48-21-105 , after adopting the plan of merger or share exchange, the board of directors shall submit the plan of merger or share exchange for approval by the shareholders. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must also transmit to the shareholders the basis for that determination; (3) The board of directors may condition its submission of the plan of merger or share exchange to its shareholders on any basis; (4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the plan is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger or share exchange and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the charter or organic documents of that corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the charter or organizational documents of the new corporation or other entity; (5) Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; (6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the charter, would require action by separate voting groups under § 48-20-104 ; (B) On a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; or (C) On a plan of merger or share exchange, if the voting group is entitled under the charter or by agreement to vote as a voting group to approve a plan of merger or share exchange; (7) Unless the charter otherwise provides, approval by the shareholders of a domestic corporation of a plan of merger or share exchange shall not be required if: (A) The corporation will survive the merger or is the acquiring corporation in a share exchange; (B) Except for amendments enumerated in § 48-20-102 , its charter will not differ from the charter before the merger; (C) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or exchange will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after the effective date of the merger or exchange; (D) The voting power of the shares outstanding immediately after the merger or exchange, plus the voting power of the shares issuable as a result of the merger or exchange (either by the conversion of securities issued pursuant to the merger or exchange or by the exercise of rights and warrants issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the voting power of the total shares of the corporation outstanding immediately before the merger or exchange; and (E) The number of participating shares outstanding immediately after the merger or exchange, plus the number of participating shares issuable as a result of the merger or exchange (either by the conversion of securities issued pursuant to the merger or exchange by the exercise of rights and warrants issued pursuant to the merger or exchange), will not exceed more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger or exchange; and (8) If as a result of a merger or share exchange one (1) or more shareholders of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each shareholder, of a separate written consent to become subject to such owner liability. Amended by 2015 Tenn. Acts, ch. 60,s 2, eff. 4/6/2015. Acts 1986, ch. 887, § 11.03; 1994, ch. 776, § 38; T.C.A., § 48-21-103 ; Acts 1996, ch. 618, § 2; 2012, ch. 1051, § 39.
In the case of a domestic corporation that is a party to a merger or share exchange:
(1) The plan of merger or share exchange shall be adopted by the board of directors of each party to the merger or share exchange and approved by the shareholders;
(2) Except as provided in subdivision (7) and in § 48-21-105 , after adopting the plan of merger or share exchange, the board of directors shall submit the plan of merger or share exchange for approval by the shareholders. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must also transmit to the shareholders the basis for that determination;
(3) The board of directors may condition its submission of the plan of merger or share exchange to its shareholders on any basis;
(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the plan is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger or share exchange and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the charter or organic documents of that corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the charter or organizational documents of the new corporation or other entity;
(5) Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;
(6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the charter, would require action by separate voting groups under § 48-20-104 ; (B) On a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; or (C) On a plan of merger or share exchange, if the voting group is entitled under the charter or by agreement to vote as a voting group to approve a plan of merger or share exchange;
(A) On a plan of merger, by each class or series of shares that would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the charter, would require action by separate voting groups under § 48-20-104 ;
(B) On a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; or
(C) On a plan of merger or share exchange, if the voting group is entitled under the charter or by agreement to vote as a voting group to approve a plan of merger or share exchange;
(7) Unless the charter otherwise provides, approval by the shareholders of a domestic corporation of a plan of merger or share exchange shall not be required if: (A) The corporation will survive the merger or is the acquiring corporation in a share exchange; (B) Except for amendments enumerated in § 48-20-102 , its charter will not differ from the charter before the merger; (C) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or exchange will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after the effective date of the merger or exchange; (D) The voting power of the shares outstanding immediately after the merger or exchange, plus the voting power of the shares issuable as a result of the merger or exchange (either by the conversion of securities issued pursuant to the merger or exchange or by the exercise of rights and warrants issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the voting power of the total shares of the corporation outstanding immediately before the merger or exchange; and (E) The number of participating shares outstanding immediately after the merger or exchange, plus the number of participating shares issuable as a result of the merger or exchange (either by the conversion of securities issued pursuant to the merger or exchange by the exercise of rights and warrants issued pursuant to the merger or exchange), will not exceed more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger or exchange; and
(A) The corporation will survive the merger or is the acquiring corporation in a share exchange;
(B) Except for amendments enumerated in § 48-20-102 , its charter will not differ from the charter before the merger;
(C) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or exchange will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after the effective date of the merger or exchange;
(D) The voting power of the shares outstanding immediately after the merger or exchange, plus the voting power of the shares issuable as a result of the merger or exchange (either by the conversion of securities issued pursuant to the merger or exchange or by the exercise of rights and warrants issued pursuant to the merger or exchange), will not exceed by more than twenty percent (20%) the voting power of the total shares of the corporation outstanding immediately before the merger or exchange; and
(E) The number of participating shares outstanding immediately after the merger or exchange, plus the number of participating shares issuable as a result of the merger or exchange (either by the conversion of securities issued pursuant to the merger or exchange by the exercise of rights and warrants issued pursuant to the merger or exchange), will not exceed more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger or exchange; and
(8) If as a result of a merger or share exchange one (1) or more shareholders of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each shareholder, of a separate written consent to become subject to such owner liability.
Amended by 2015 Tenn. Acts, ch. 60,s 2, eff. 4/6/2015.
Acts 1986, ch. 887, § 11.03; 1994, ch. 776, § 38; T.C.A., § 48-21-103 ; Acts 1996, ch. 618, § 2; 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-55-103 — TN Code / Title 48 / Chapter 55 / Section 48-55-103
Resignation of registered agent
Status: in_force

(a) A registered agent may resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation, accompanied by the registered agent's certification that the registered agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement 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 1987, ch. 242, § 5.03.
(a) A registered agent may resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation, accompanied by the registered agent's certification that the registered agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement 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 1987, ch. 242, § 5.03.
Tenn. Code Ann. § 48-51-202 — TN Code / Title 48 / Chapter 51 / Section 48-51-202
Notice
Status: in_force

(a) Notice under chapters 51-68 of this title shall be in writing unless oral notice is reasonable in circumstances and not prohibited by the charter or bylaws, and written notice is not expressly required by chapters 51-68 of this title. Unless otherwise agreed to between sender and the recipient, words in a notice or other communication under chapters 51-68 of this title shall be in English. (b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions shall be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication. (c) Notice in the form of a document by a corporation having members is effective: (1) Upon deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of the member; or (2) When given, if the notice is delivered in any other manner that the member has authorized. (d) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current record of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current record of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members. (e) Notice or other communication to a domestic or foreign corporation (authorized to transact business in this state) may be delivered to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in its most recent annual report (or to a designated mailing address such as a post office box if the United States Postal Service does not deliver to the corporation's principal office) or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (f) Notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection ( l ). (g) (1) Any consent under subsection (f) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: (A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with the consent; and (B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication. (2) The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. (h) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and (2) It is in a form capable of being processed by that system. (i) Receipt of an electronic acknowledgement from an information processing system described in subdivision (h)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received. (j) An electronic transmission is received under this section even if no individual is aware of its receipt. (k) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (1) If in a physical form, the earliest of when it is actually received, or when it is left at: (A) A member's address shown on the corporation's record of members maintained by the corporation under § 48-66-101(c) ; (B) A director's residence or usual place of business; or (C) The corporation's principal place of business; (2) If mailed first class postage prepaid and correctly addressed to a member, upon deposit in the United States mail; (3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a member, the earliest of when it is actually received; or (A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (B) Five (5) days after it is deposited in the United States mail; (4) If an electronic transmission, when it is received as provided in subsection (h); or (5) If oral, when communicated, if communicated in a comprehensible manner. (l) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: (1) The electronic transmission is otherwise retrievable in perceivable form; and (2) The sender and the recipient have consented in writing to the use of such form of electronic transmission. (m) If chapters 51-68 of this title prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If the charter or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of chapters 51-68 of this title, those requirements govern. The charter or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission. Amended by 2014 Tenn. Acts, ch. 899, s 8, eff. 1/1/2015. Acts 1987, ch. 242, § 1.21.
(a) Notice under chapters 51-68 of this title shall be in writing unless oral notice is reasonable in circumstances and not prohibited by the charter or bylaws, and written notice is not expressly required by chapters 51-68 of this title. Unless otherwise agreed to between sender and the recipient, words in a notice or other communication under chapters 51-68 of this title shall be in English.
(b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions shall be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
(c) Notice in the form of a document by a corporation having members is effective: (1) Upon deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of the member; or (2) When given, if the notice is delivered in any other manner that the member has authorized.
(1) Upon deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of the member; or
(2) When given, if the notice is delivered in any other manner that the member has authorized.
(d) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current record of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current record of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members.
(e) Notice or other communication to a domestic or foreign corporation (authorized to transact business in this state) may be delivered to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in its most recent annual report (or to a designated mailing address such as a post office box if the United States Postal Service does not deliver to the corporation's principal office) or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
(f) Notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection ( l ).
(g) (1) Any consent under subsection (f) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: (A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with the consent; and (B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication. (2) The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(1) Any consent under subsection (f) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: (A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with the consent; and (B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication.
(A) The corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with the consent; and
(B) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communication.
(2) The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(h) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and (2) It is in a form capable of being processed by that system.
(1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and
(2) It is in a form capable of being processed by that system.
(i) Receipt of an electronic acknowledgement from an information processing system described in subdivision (h)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(j) An electronic transmission is received under this section even if no individual is aware of its receipt.
(k) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (1) If in a physical form, the earliest of when it is actually received, or when it is left at: (A) A member's address shown on the corporation's record of members maintained by the corporation under § 48-66-101(c) ; (B) A director's residence or usual place of business; or (C) The corporation's principal place of business; (2) If mailed first class postage prepaid and correctly addressed to a member, upon deposit in the United States mail; (3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a member, the earliest of when it is actually received; or (A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (B) Five (5) days after it is deposited in the United States mail; (4) If an electronic transmission, when it is received as provided in subsection (h); or (5) If oral, when communicated, if communicated in a comprehensible manner.
(1) If in a physical form, the earliest of when it is actually received, or when it is left at: (A) A member's address shown on the corporation's record of members maintained by the corporation under § 48-66-101(c) ; (B) A director's residence or usual place of business; or (C) The corporation's principal place of business;
(A) A member's address shown on the corporation's record of members maintained by the corporation under § 48-66-101(c) ;
(B) A director's residence or usual place of business; or
(C) The corporation's principal place of business;
(2) If mailed first class postage prepaid and correctly addressed to a member, upon deposit in the United States mail;
(3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a member, the earliest of when it is actually received; or (A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (B) Five (5) days after it is deposited in the United States mail;
(A) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or
(B) Five (5) days after it is deposited in the United States mail;
(4) If an electronic transmission, when it is received as provided in subsection (h); or
(5) If oral, when communicated, if communicated in a comprehensible manner.
(l) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: (1) The electronic transmission is otherwise retrievable in perceivable form; and (2) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(1) The electronic transmission is otherwise retrievable in perceivable form; and
(2) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(m) If chapters 51-68 of this title prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If the charter or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of chapters 51-68 of this title, those requirements govern. The charter or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.
Amended by 2014 Tenn. Acts, ch. 899, s 8, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.21.
Tenn. Code Ann. § 48-209-106 — TN Code / Title 48 / Chapter 209 / Section 48-209-106
Amendment to articles pursuant to reorganization
Status: in_force

(a) An LLC's articles may be amended without action by the board of governors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by § 48-205-101 . (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 LLC; (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) Members of an LLC undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. (d) 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. Acts 1994, ch. 868, § 1.
(a) An LLC's articles may be amended without action by the board of governors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by § 48-205-101 .
(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 LLC; (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 LLC;
(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) Members of an LLC undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(d) 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.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-241-103 — TN Code / Title 48 / Chapter 241 / Section 48-241-103
Election or appointment of managers
Status: in_force

(a) Board of Governors Form. If the LLC is board-managed, the board of governors shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the governors present, the chief manager, secretary and any other managers or agents the board of governors considers necessary or desirable for the operation and management of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or operating agreement or determined by the board of governors. (b) Member-Managed Form. If the LLC is member-managed, the members shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the voting power at a duly held meeting, the chief manager, secretary and any other managers or agents the members consider necessary or desirable for the operation of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles, operating agreement or as determined by the members and set forth in the resolution establishing the other manager positions. Acts 1994, ch. 868, § 1.
(a) Board of Governors Form. If the LLC is board-managed, the board of governors shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the governors present, the chief manager, secretary and any other managers or agents the board of governors considers necessary or desirable for the operation and management of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or operating agreement or determined by the board of governors.
(b) Member-Managed Form. If the LLC is member-managed, the members shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the voting power at a duly held meeting, the chief manager, secretary and any other managers or agents the members consider necessary or desirable for the operation of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles, operating agreement or as determined by the members and set forth in the resolution establishing the other manager positions.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1120 — TN Code / Title 48 / Chapter 249 / Section 48-249-1120
Mergers and conversions
Status: in_force

(a) Mergers and conversions permitted. A PLLC may merge with or into, or convert into, any other entity permitted to render the professional services of the PLLC in this state, in the same manner and to the same extent as LLCs under part 7 of this chapter, and any entity permitted to render professional services of a PLLC in this state may convert into a PLLC, in the same manner and to the same extent as other entities under part 7 of this chapter. (b) Compliance. If the surviving entity or entity resulting from the conversion is an LLC and is to render professional services in this state, it shall comply with this part. Acts 2005, ch. 286, § 1.
(a) Mergers and conversions permitted. A PLLC may merge with or into, or convert into, any other entity permitted to render the professional services of the PLLC in this state, in the same manner and to the same extent as LLCs under part 7 of this chapter, and any entity permitted to render professional services of a PLLC in this state may convert into a PLLC, in the same manner and to the same extent as other entities under part 7 of this chapter.
(b) Compliance. If the surviving entity or entity resulting from the conversion is an LLC and is to render professional services in this state, it shall comply with this part.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-58-509 — TN Code / Title 48 / Chapter 58 / Section 48-58-509
Applicability of part
Status: in_force

(a) (1) The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 51-68 of this title shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 51-68 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of members, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes the director's or officer's liability: (A) For any breach of the duty of loyalty to the corporation or its members; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (C) For a director's or officer's conflicting interest transaction under part 7 of this chapter; or (D) Under § 48-58-302 . (2) Nothing contained in chapters 51-68 of this title shall affect any rights to indemnification to which corporate personnel, other than directors and officers, may be entitled by contract or otherwise under law. If the charter limits indemnification or advancement for expenses, indemnification and advancement for expenses are valid only to the extent consistent with the charter. (b) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. (c) This part does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer. Amended by 2014 Tenn. Acts, ch. 899,s 53, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 52, eff. 1/1/2015. Acts 1987, ch. 242, § 8.58.
(a) (1) The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 51-68 of this title shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 51-68 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of members, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes the director's or officer's liability: (A) For any breach of the duty of loyalty to the corporation or its members; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (C) For a director's or officer's conflicting interest transaction under part 7 of this chapter; or (D) Under § 48-58-302 . (2) Nothing contained in chapters 51-68 of this title shall affect any rights to indemnification to which corporate personnel, other than directors and officers, may be entitled by contract or otherwise under law. If the charter limits indemnification or advancement for expenses, indemnification and advancement for expenses are valid only to the extent consistent with the charter.
(1) The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 51-68 of this title shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 51-68 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of members, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes the director's or officer's liability: (A) For any breach of the duty of loyalty to the corporation or its members; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (C) For a director's or officer's conflicting interest transaction under part 7 of this chapter; or (D) Under § 48-58-302 .
(A) For any breach of the duty of loyalty to the corporation or its members;
(B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(C) For a director's or officer's conflicting interest transaction under part 7 of this chapter; or
(D) Under § 48-58-302 .
(2) Nothing contained in chapters 51-68 of this title shall affect any rights to indemnification to which corporate personnel, other than directors and officers, may be entitled by contract or otherwise under law. If the charter limits indemnification or advancement for expenses, indemnification and advancement for expenses are valid only to the extent consistent with the charter.
(b) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
(c) This part does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
Amended by 2014 Tenn. Acts, ch. 899,s 53, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 52, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.58.
Tenn. Code Ann. § 48-222-102 — TN Code / Title 48 / Chapter 222 / Section 48-222-102
Notice
Status: in_force

(a) To Whom Given. Except as otherwise provided in this chapter or in the articles, written notice of all meetings of members must be given to every member entitled to vote on the matters to be considered, unless: (1) The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or (2) (A) The following have been mailed by first class, certified or registered mail to a member at the address in the LLC records and returned undeliverable: (i) Two (2) consecutive meeting notices; and (ii) All payments of distributions for the greater of a twelve-month period or two (2) distributions; (B) An action or meeting that is taken or held without notice under this subdivision (a)(2) has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the LLC, the notice requirement is reinstated; (3) Unless otherwise provided in the articles or operating agreement, the record date for the determination of the owners of membership interests entitled to notice of and to vote at any meeting of members is the close of business on the date before the first notice is sent to the members. (b) Contents. The notice must contain the date, time, and place of the meeting, and any other information required by this chapter. In the case of a meeting, other than the required annual meeting of a board-managed LLC, the notice must contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or operating agreement or considered necessary or desirable by the person or persons calling the meeting. (c) Prima Facie Evidence of Notice. A certificate of the secretary or other person giving the notice that the notice required by this section has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein. (d) Waiver and Objections. A member may waive any notice required by this chapter. Except as otherwise provided herein, a waiver of notice by a member entitled to notice is effective, whether given before or after the meeting or other balloting, if such notice is given in writing. If a written waiver is given, the secretary shall place such written waiver in the records of the LLC. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. The secretary is required to note the objection in the minutes of the meeting. (e) Required Notice to Members. (1) Notwithstanding provisions in the articles or operating agreement to the contrary, all members and parties to contribution agreements and/or contribution allowance agreements shall be entitled to receive notices of the annual meetings of the members of a board-managed LLC and notices of all meetings of an LLC called for the purpose of considering any of the following actions: (A) Dissolution; (B) Liquidation; (C) Sale of all or substantially all of the assets of the LLC outside the ordinary course of business; or (D) Merger. (2) The failure of the LLC to properly notify the parties not entitled to vote on a matter shall not invalidate or void any action described above taken at such meeting. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 32.
(a) To Whom Given. Except as otherwise provided in this chapter or in the articles, written notice of all meetings of members must be given to every member entitled to vote on the matters to be considered, unless: (1) The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or (2) (A) The following have been mailed by first class, certified or registered mail to a member at the address in the LLC records and returned undeliverable: (i) Two (2) consecutive meeting notices; and (ii) All payments of distributions for the greater of a twelve-month period or two (2) distributions; (B) An action or meeting that is taken or held without notice under this subdivision (a)(2) has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the LLC, the notice requirement is reinstated; (3) Unless otherwise provided in the articles or operating agreement, the record date for the determination of the owners of membership interests entitled to notice of and to vote at any meeting of members is the close of business on the date before the first notice is sent to the members.
(1) The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or
(2) (A) The following have been mailed by first class, certified or registered mail to a member at the address in the LLC records and returned undeliverable: (i) Two (2) consecutive meeting notices; and (ii) All payments of distributions for the greater of a twelve-month period or two (2) distributions; (B) An action or meeting that is taken or held without notice under this subdivision (a)(2) has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the LLC, the notice requirement is reinstated;
(A) The following have been mailed by first class, certified or registered mail to a member at the address in the LLC records and returned undeliverable: (i) Two (2) consecutive meeting notices; and (ii) All payments of distributions for the greater of a twelve-month period or two (2) distributions;
(i) Two (2) consecutive meeting notices; and
(ii) All payments of distributions for the greater of a twelve-month period or two (2) distributions;
(B) An action or meeting that is taken or held without notice under this subdivision (a)(2) has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the LLC, the notice requirement is reinstated;
(3) Unless otherwise provided in the articles or operating agreement, the record date for the determination of the owners of membership interests entitled to notice of and to vote at any meeting of members is the close of business on the date before the first notice is sent to the members.
(b) Contents. The notice must contain the date, time, and place of the meeting, and any other information required by this chapter. In the case of a meeting, other than the required annual meeting of a board-managed LLC, the notice must contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or operating agreement or considered necessary or desirable by the person or persons calling the meeting.
(c) Prima Facie Evidence of Notice. A certificate of the secretary or other person giving the notice that the notice required by this section has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein.
(d) Waiver and Objections. A member may waive any notice required by this chapter. Except as otherwise provided herein, a waiver of notice by a member entitled to notice is effective, whether given before or after the meeting or other balloting, if such notice is given in writing. If a written waiver is given, the secretary shall place such written waiver in the records of the LLC. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. The secretary is required to note the objection in the minutes of the meeting.
(e) Required Notice to Members. (1) Notwithstanding provisions in the articles or operating agreement to the contrary, all members and parties to contribution agreements and/or contribution allowance agreements shall be entitled to receive notices of the annual meetings of the members of a board-managed LLC and notices of all meetings of an LLC called for the purpose of considering any of the following actions: (A) Dissolution; (B) Liquidation; (C) Sale of all or substantially all of the assets of the LLC outside the ordinary course of business; or (D) Merger. (2) The failure of the LLC to properly notify the parties not entitled to vote on a matter shall not invalidate or void any action described above taken at such meeting.
(1) Notwithstanding provisions in the articles or operating agreement to the contrary, all members and parties to contribution agreements and/or contribution allowance agreements shall be entitled to receive notices of the annual meetings of the members of a board-managed LLC and notices of all meetings of an LLC called for the purpose of considering any of the following actions: (A) Dissolution; (B) Liquidation; (C) Sale of all or substantially all of the assets of the LLC outside the ordinary course of business; or (D) Merger.
(A) Dissolution;
(B) Liquidation;
(C) Sale of all or substantially all of the assets of the LLC outside the ordinary course of business; or
(D) Merger.
(2) The failure of the LLC to properly notify the parties not entitled to vote on a matter shall not invalidate or void any action described above taken at such meeting.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 32.
Tenn. Code Ann. § 48-18-501 — TN Code / Title 48 / Chapter 18 / Section 48-18-501
Part definitions
Status: in_force

In this part: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (2) "Director" means an individual who is or was a director of a corporation, including individuals acting pursuant to § 48-18-101 , or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director; (3) "Expenses" includes counsel fees; (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding; (5) (A) "Official capacity" means: (i) When used with respect to a director, the office of director in a corporation; and (ii) When used with respect to an individual other than a director, as contemplated in § 48-18-507 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation; (B) "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. Acts 1986, ch. 887, § 8.50; 1987, ch. 273, § 32.
In this part:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(2) "Director" means an individual who is or was a director of a corporation, including individuals acting pursuant to § 48-18-101 , or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director;
(3) "Expenses" includes counsel fees;
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding;
(5) (A) "Official capacity" means: (i) When used with respect to a director, the office of director in a corporation; and (ii) When used with respect to an individual other than a director, as contemplated in § 48-18-507 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation; (B) "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;
(A) "Official capacity" means: (i) When used with respect to a director, the office of director in a corporation; and (ii) When used with respect to an individual other than a director, as contemplated in § 48-18-507 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation;
(i) When used with respect to a director, the office of director in a corporation; and
(ii) When used with respect to an individual other than a director, as contemplated in § 48-18-507 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation;
(B) "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;
(6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and
(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
Acts 1986, ch. 887, § 8.50; 1987, ch. 273, § 32.
Tenn. Code Ann. § 48-101-510 — TN Code / Title 48 / Chapter 101 / Section 48-101-510
Reciprocity
Status: in_force

(a) The secretary of state may enter into reciprocal agreements with the appropriate authority of any other state for the purpose of exchanging information with respect to charitable organizations. Pursuant to such agreements, the secretary of state may accept information filed by a charitable organization with the appropriate authority of another state, in lieu of the information required to be filed in accordance with this part, if such information is substantially similar to the information required under this part. (b) The secretary of state shall also grant an exemption from the requirement for the filing of the annual registration statement to charitable organizations organized under the laws of another state, having their principal place of business outside the state, whose funds are derived principally from sources outside the state, and which have been granted exemption from the filing of registration statements by the state under whose laws they are organized, if such state has a statute similar in substance to this part. Acts 1976, ch. 735, § 10; T.C.A., §§ 48-2210, 48-3-510.
(a) The secretary of state may enter into reciprocal agreements with the appropriate authority of any other state for the purpose of exchanging information with respect to charitable organizations. Pursuant to such agreements, the secretary of state may accept information filed by a charitable organization with the appropriate authority of another state, in lieu of the information required to be filed in accordance with this part, if such information is substantially similar to the information required under this part.
(b) The secretary of state shall also grant an exemption from the requirement for the filing of the annual registration statement to charitable organizations organized under the laws of another state, having their principal place of business outside the state, whose funds are derived principally from sources outside the state, and which have been granted exemption from the filing of registration statements by the state under whose laws they are organized, if such state has a statute similar in substance to this part.
Acts 1976, ch. 735, § 10; T.C.A., §§ 48-2210, 48-3-510.
Tenn. Code Ann. § 48-212-101 — TN Code / Title 48 / Chapter 212 / Section 48-212-101
General powers
Status: in_force

The LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power to: (1) Sue and be sued, complain and defend in its LLC name; (2) Make and amend an operating agreement not inconsistent with its articles or with the laws of this state, for managing the business and regulating the affairs of the LLC; (3) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (4) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property; (5) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares or other interests in, or obligations of, any other entity; (6) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the LLC), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income; (7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (8) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (9) Conduct its business, locate offices, and exercise the powers granted by chapters 201-248 of this title within or without this state; (10) Elect governors, if board-managed, and appoint managers, employees, and agents of the LLC, define their duties, fix their compensation, lend them money and credit, and guarantee debt on their behalf; (11) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and benefit or incentive plans for any or all of the current or former governors, managers, employees, and agents of the LLC or any of its subsidiaries; (12) Make donations for the public welfare or for charitable, scientific or educational purposes; (13) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the LLC; (14) Procure for its benefit insurance on the life of any of its governors, managers or employees, to insure the life of any member for the purpose of acquiring at the member's death the membership interest owned by such member and to continue such insurance after the relationship terminates; (15) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest so long as such conditions or limitations are not contrary to any provisions of chapters 201-248 of this title or the purposes for which the LLC is organized; (16) Accept contributions under § 48-232-101 and enter into contribution agreements under § 48-233-101 and contribution allowance agreements under § 48-234-101 ; and (17) Have and exercise all other powers necessary or convenient to effect any or all of the business purposes for which the LLC is organized. Acts 1994, ch. 868, § 1.
The LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power to:
(1) Sue and be sued, complain and defend in its LLC name;
(2) Make and amend an operating agreement not inconsistent with its articles or with the laws of this state, for managing the business and regulating the affairs of the LLC;
(3) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(4) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property;
(5) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares or other interests in, or obligations of, any other entity;
(6) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the LLC), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income;
(7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(8) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(9) Conduct its business, locate offices, and exercise the powers granted by chapters 201-248 of this title within or without this state;
(10) Elect governors, if board-managed, and appoint managers, employees, and agents of the LLC, define their duties, fix their compensation, lend them money and credit, and guarantee debt on their behalf;
(11) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and benefit or incentive plans for any or all of the current or former governors, managers, employees, and agents of the LLC or any of its subsidiaries;
(12) Make donations for the public welfare or for charitable, scientific or educational purposes;
(13) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the LLC;
(14) Procure for its benefit insurance on the life of any of its governors, managers or employees, to insure the life of any member for the purpose of acquiring at the member's death the membership interest owned by such member and to continue such insurance after the relationship terminates;
(15) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest so long as such conditions or limitations are not contrary to any provisions of chapters 201-248 of this title or the purposes for which the LLC is organized;
(16) Accept contributions under § 48-232-101 and enter into contribution agreements under § 48-233-101 and contribution allowance agreements under § 48-234-101 ; and
(17) Have and exercise all other powers necessary or convenient to effect any or all of the business purposes for which the LLC is organized.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-21-119 — TN Code / Title 48 / Chapter 21 / Section 48-21-119
Surrender of a charter upon foreign nonprofit conversion
Status: in_force

(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation; (3) A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this section and the charter; and (4) The corporation's new jurisdiction of incorporation. (b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-11-304 . Acts 2012, ch. 1051, § 39.
(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation; (3) A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this section and the charter; and (4) The corporation's new jurisdiction of incorporation.
(1) The name of the corporation;
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation;
(3) A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this section and the charter; and
(4) The corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-11-304 .
Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-239-111 — TN Code / Title 48 / Chapter 239 / Section 48-239-111
Board of governors meetings
Status: in_force

(a) Time and Place. Meetings of the board of governors may be held from time to time as provided in the articles or operating agreement at any place within or without the state that the board of governors may select or by any means described in subsection (b). If the board of governors fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or operating agreement provides otherwise. (b) Electronic Communications. (1) Unless the articles or operating agreement provides otherwise, the board of governors may permit any or all governors to participate by or conduct the meeting through the use of any means of communication by which all governors participating may simultaneously hear each other during the meeting. A governor participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect such. (2) A meeting held by electronic communication shall be deemed held at the location required by this section, articles or operating agreement. (c) Calling Meetings and Notice. Unless the articles or operating agreement provides otherwise, the chief manager or the lesser of a majority of the governors or two (2) governors may call a special meeting of the board of governors by giving two (2) days' notice to all governors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting unless chapters 201-248 of this title, the articles or the operating agreement requires it. (d) Previously Scheduled Meetings. If the day or date, time, and place of a board of governors meeting have been provided in the articles or operating agreement, or a regular meeting date, time and place have been established by the board of governors, no notice of such meeting is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken; provided, that the period of adjournment does not exceed one (1) month for any one (1) adjournment. (e) Waiver of Notice. (1) A governor may waive any notice required by this section, the articles or operating agreement before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the governor entitled to the notice, and filed with the minutes or other records of the LLC. (2) A governor's attendance at or participation in a meeting waives any required notice to the governor of the meeting unless the governor at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. Acts 1994, ch. 868, § 1.
(a) Time and Place. Meetings of the board of governors may be held from time to time as provided in the articles or operating agreement at any place within or without the state that the board of governors may select or by any means described in subsection (b). If the board of governors fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or operating agreement provides otherwise.
(b) Electronic Communications. (1) Unless the articles or operating agreement provides otherwise, the board of governors may permit any or all governors to participate by or conduct the meeting through the use of any means of communication by which all governors participating may simultaneously hear each other during the meeting. A governor participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect such. (2) A meeting held by electronic communication shall be deemed held at the location required by this section, articles or operating agreement.
(1) Unless the articles or operating agreement provides otherwise, the board of governors may permit any or all governors to participate by or conduct the meeting through the use of any means of communication by which all governors participating may simultaneously hear each other during the meeting. A governor participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect such.
(2) A meeting held by electronic communication shall be deemed held at the location required by this section, articles or operating agreement.
(c) Calling Meetings and Notice. Unless the articles or operating agreement provides otherwise, the chief manager or the lesser of a majority of the governors or two (2) governors may call a special meeting of the board of governors by giving two (2) days' notice to all governors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting unless chapters 201-248 of this title, the articles or the operating agreement requires it.
(d) Previously Scheduled Meetings. If the day or date, time, and place of a board of governors meeting have been provided in the articles or operating agreement, or a regular meeting date, time and place have been established by the board of governors, no notice of such meeting is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken; provided, that the period of adjournment does not exceed one (1) month for any one (1) adjournment.
(e) Waiver of Notice. (1) A governor may waive any notice required by this section, the articles or operating agreement before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the governor entitled to the notice, and filed with the minutes or other records of the LLC. (2) A governor's attendance at or participation in a meeting waives any required notice to the governor of the meeting unless the governor at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
(1) A governor may waive any notice required by this section, the articles or operating agreement before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the governor entitled to the notice, and filed with the minutes or other records of the LLC.
(2) A governor's attendance at or participation in a meeting waives any required notice to the governor of the meeting unless the governor at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-26-105 — TN Code / Title 48 / Chapter 26 / Section 48-26-105
Inspection of record by directors
Status: in_force

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation. (b) The chancery court of the county where the corporation's principal office (or if none in this state, its registered officer) is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection (b) on an expedited basis. (c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application. Acts 2012, ch. 1051, § 56.
(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) The chancery court of the county where the corporation's principal office (or if none in this state, its registered officer) is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection (b) on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
Acts 2012, ch. 1051, § 56.