Tenn. Code Ann. § 48-101-610 — TN Code / Title 48 / Chapter 101 / Section 48-101-610
Stock - Limitations on ownership
Status: in_force

(a) (1) A professional corporation may issue shares, fractional shares, and rights to purchase shares. (2) A professional corporation may only issue shares for sale to other persons not licensed to practice such profession in Tennessee if the licensing authority which licenses the professionals forming such corporations specifically authorizes the issuance of such shares. If permitted by the authority which licenses such professionals, and if such professionals form corporations, such corporations may issue such shares, fractional shares and rights or options to purchase shares only to: (A) Individuals who are authorized by law in this or another state to render a professional service described in the corporation's charter; (B) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one (1) partner is authorized by law in this state to render a professional service described in the corporation's charter; (C) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's charter; or (D) Professional limited liability companies, domestic or foreign, authorized by law in this state to render a professional service described in the professional limited liability company's articles. (b) If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority may by rule restrict or condition, or revoke in part, the authority of professional corporations subject to its jurisdiction to issue shares. A rule promulgated under this section does not, of itself, make a shareholder of a professional corporation at the time the rule becomes effective a disqualified person. (c) Shares issued in violation of this section or a rule promulgated under this section are void. (d) (1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and own shares in the same professional corporation formed pursuant to this part: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists. (2) The services rendered by these health care professionals are considered related and complementary to one another; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional corporation pursuant to this subsection (d); and provided further, that nothing in this part shall be construed to allow any professional forming a professional corporation pursuant to this subsection (d) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual's professional credentials on any advertisement to the public. Acts 1992, ch. 698, § 1; 1994, ch. 868, § 9; T.C.A., § 48-3-610; Acts 2002, ch. 742, § 1; 2003, ch. 45, § 1; 2005, ch. 59, § 1.
(a) (1) A professional corporation may issue shares, fractional shares, and rights to purchase shares. (2) A professional corporation may only issue shares for sale to other persons not licensed to practice such profession in Tennessee if the licensing authority which licenses the professionals forming such corporations specifically authorizes the issuance of such shares. If permitted by the authority which licenses such professionals, and if such professionals form corporations, such corporations may issue such shares, fractional shares and rights or options to purchase shares only to: (A) Individuals who are authorized by law in this or another state to render a professional service described in the corporation's charter; (B) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one (1) partner is authorized by law in this state to render a professional service described in the corporation's charter; (C) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's charter; or (D) Professional limited liability companies, domestic or foreign, authorized by law in this state to render a professional service described in the professional limited liability company's articles.
(1) A professional corporation may issue shares, fractional shares, and rights to purchase shares.
(2) A professional corporation may only issue shares for sale to other persons not licensed to practice such profession in Tennessee if the licensing authority which licenses the professionals forming such corporations specifically authorizes the issuance of such shares. If permitted by the authority which licenses such professionals, and if such professionals form corporations, such corporations may issue such shares, fractional shares and rights or options to purchase shares only to: (A) Individuals who are authorized by law in this or another state to render a professional service described in the corporation's charter; (B) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one (1) partner is authorized by law in this state to render a professional service described in the corporation's charter; (C) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's charter; or (D) Professional limited liability companies, domestic or foreign, authorized by law in this state to render a professional service described in the professional limited liability company's articles.
(A) Individuals who are authorized by law in this or another state to render a professional service described in the corporation's charter;
(B) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one (1) partner is authorized by law in this state to render a professional service described in the corporation's charter;
(C) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's charter; or
(D) Professional limited liability companies, domestic or foreign, authorized by law in this state to render a professional service described in the professional limited liability company's articles.
(b) If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority may by rule restrict or condition, or revoke in part, the authority of professional corporations subject to its jurisdiction to issue shares. A rule promulgated under this section does not, of itself, make a shareholder of a professional corporation at the time the rule becomes effective a disqualified person.
(c) Shares issued in violation of this section or a rule promulgated under this section are void.
(d) (1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and own shares in the same professional corporation formed pursuant to this part: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists. (2) The services rendered by these health care professionals are considered related and complementary to one another; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional corporation pursuant to this subsection (d); and provided further, that nothing in this part shall be construed to allow any professional forming a professional corporation pursuant to this subsection (d) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual's professional credentials on any advertisement to the public.
(1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and own shares in the same professional corporation formed pursuant to this part: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists.
(A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9;
(B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists;
(C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and
(D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists.
(2) The services rendered by these health care professionals are considered related and complementary to one another; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional corporation pursuant to this subsection (d); and provided further, that nothing in this part shall be construed to allow any professional forming a professional corporation pursuant to this subsection (d) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual's professional credentials on any advertisement to the public.
Acts 1992, ch. 698, § 1; 1994, ch. 868, § 9; T.C.A., § 48-3-610; Acts 2002, ch. 742, § 1; 2003, ch. 45, § 1; 2005, ch. 59, § 1.
Tenn. Code Ann. § 48-101-205 — TN Code / Title 48 / Chapter 101 / Section 48-101-205
Binding effect of trust instrument
Status: in_force

Any person dealing with such Massachusetts trust shall be bound by the terms and conditions of the trust instrument and any amendments thereto so filed. Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-205.
Any person dealing with such Massachusetts trust shall be bound by the terms and conditions of the trust instrument and any amendments thereto so filed.
Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-205.
Tenn. Code Ann. § 48-51-301 — TN Code / Title 48 / Chapter 51 / Section 48-51-301
Filing requirements
Status: in_force

(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Chapters 51-68 of this title must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by chapters 51-68 of this title or required by rule. It may contain other information as well. (d) The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper. (e) The document must be in the English language. A corporate name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; (3) An acknowledgement, verification, or proof; or (4) The date the document is signed, except that the date is required for the annual report for the secretary of state. (h) If the secretary of state has prescribed a mandatory form for the document under § 48-51-302 , then the document must be in or on the prescribed form. (i) The document must be delivered to the office of the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by chapters 51-68 of this title. (j) Whenever this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document; (2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document; (3) As used in this subsection (j): (A) "Filed document" means a document filed with the secretary of state under chapters 51-68 of this title, except chapter 65 or § 48-66-203 ; and (B) "Plan" means a plan of domestication, for-profit conversion, entity conversion, merger, or membership exchange; (4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares or the number of authorized memberships and designation of each class or series of memberships; (E) The effective date of a filed document; and (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. (k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. (l) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to chapters 51-68 of this title. (m) The secretary of state may establish procedures for the filing of documents with the secretary of state by means of electronic transmission. (n) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate. Amended by 2020 Tenn. Acts, ch. 719, s 8, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 899, s 9, eff. 1/1/2015. Acts 1987, ch. 242, § 1.30; 1989, ch. 445, § 1; 1991, ch. 188, § 1; 1999, ch. 80, § 2; 2010 , ch. 741, § 14.
(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state.
(b) Chapters 51-68 of this title must require or permit filing the document in the office of the secretary of state.
(c) The document must contain the information required by chapters 51-68 of this title or required by rule. It may contain other information as well.
(d) The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper.
(e) The document must be in the English language. A corporate name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed: (1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers;
(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; (3) An acknowledgement, verification, or proof; or (4) The date the document is signed, except that the date is required for the annual report for the secretary of state.
(1) The corporate seal;
(2) An attestation by the secretary or an assistant secretary;
(3) An acknowledgement, verification, or proof; or
(4) The date the document is signed, except that the date is required for the annual report for the secretary of state.
(h) If the secretary of state has prescribed a mandatory form for the document under § 48-51-302 , then the document must be in or on the prescribed form.
(i) The document must be delivered to the office of the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by chapters 51-68 of this title.
(j) Whenever this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document; (2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document; (3) As used in this subsection (j): (A) "Filed document" means a document filed with the secretary of state under chapters 51-68 of this title, except chapter 65 or § 48-66-203 ; and (B) "Plan" means a plan of domestication, for-profit conversion, entity conversion, merger, or membership exchange; (4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares or the number of authorized memberships and designation of each class or series of memberships; (E) The effective date of a filed document; and (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
(1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document;
(2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;
(A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or
(C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;
(3) As used in this subsection (j): (A) "Filed document" means a document filed with the secretary of state under chapters 51-68 of this title, except chapter 65 or § 48-66-203 ; and (B) "Plan" means a plan of domestication, for-profit conversion, entity conversion, merger, or membership exchange;
(A) "Filed document" means a document filed with the secretary of state under chapters 51-68 of this title, except chapter 65 or § 48-66-203 ; and
(B) "Plan" means a plan of domestication, for-profit conversion, entity conversion, merger, or membership exchange;
(4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares or the number of authorized memberships and designation of each class or series of memberships; (E) The effective date of a filed document; and (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and
(A) The name and address of any person required in a filed document;
(B) The registered office of any entity required in a filed document;
(C) The registered agent of any entity required in a filed document;
(D) The number of authorized shares and designation of each class or series of shares or the number of authorized memberships and designation of each class or series of memberships;
(E) The effective date of a filed document; and
(F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and
(5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
(k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
(l) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to chapters 51-68 of this title.
(m) The secretary of state may establish procedures for the filing of documents with the secretary of state by means of electronic transmission.
(n) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate.
Amended by 2020 Tenn. Acts, ch. 719, s 8, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 899, s 9, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.30; 1989, ch. 445, § 1; 1991, ch. 188, § 1; 1999, ch. 80, § 2; 2010 , ch. 741, § 14.
Tenn. Code Ann. § 48-249-619 — TN Code / Title 48 / Chapter 249 / Section 48-249-619
Receivership or custodianship
Status: in_force

(a) Judicial appointment. A court having equity jurisdiction in a judicial proceeding brought to dissolve, wind up and terminate the existence of an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property, wherever located. (b) Eligibility. The court may appoint an individual or a domestic or foreign entity, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) Powers and Duties. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) A receiver may: (A) Dispose of all or any part of the assets of the LLC, wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name, as receiver of the LLC, in all courts of this state; and (2) A custodian may exercise all of the powers of the LLC, through or in place of its members, board of directors, managers, or officers, as applicable, to the extent necessary to manage the affairs of the LLC in the best interests of its members, holders and creditors. (d) Combined functions. The court, during a receivership, may redesignate the receiver a custodian, and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members, holders and creditors. (e) Compensation. The court, from time to time during the receivership or custodianship, may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets. Acts 2005, ch. 286, § 1.
(a) Judicial appointment. A court having equity jurisdiction in a judicial proceeding brought to dissolve, wind up and terminate the existence of an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property, wherever located.
(b) Eligibility. The court may appoint an individual or a domestic or foreign entity, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) Powers and Duties. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) A receiver may: (A) Dispose of all or any part of the assets of the LLC, wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name, as receiver of the LLC, in all courts of this state; and (2) A custodian may exercise all of the powers of the LLC, through or in place of its members, board of directors, managers, or officers, as applicable, to the extent necessary to manage the affairs of the LLC in the best interests of its members, holders and creditors.
(1) A receiver may: (A) Dispose of all or any part of the assets of the LLC, wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name, as receiver of the LLC, in all courts of this state; and
(A) Dispose of all or any part of the assets of the LLC, wherever located, at a public or private sale, if authorized by the court; and
(B) Sue and defend in the receiver's own name, as receiver of the LLC, in all courts of this state; and
(2) A custodian may exercise all of the powers of the LLC, through or in place of its members, board of directors, managers, or officers, as applicable, to the extent necessary to manage the affairs of the LLC in the best interests of its members, holders and creditors.
(d) Combined functions. The court, during a receivership, may redesignate the receiver a custodian, and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members, holders and creditors.
(e) Compensation. The court, from time to time during the receivership or custodianship, may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1125 — TN Code / Title 48 / Chapter 249 / Section 48-249-1125
Revocation
Status: in_force

The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state, if a licensing authority with jurisdiction over a professional service described in the foreign PLLC's certificate of authority certifies to the secretary of state that the foreign PLLC has violated or is violating a provision of this part, and describes the violation in the certification. Acts 2005, ch. 286, § 1.
The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state, if a licensing authority with jurisdiction over a professional service described in the foreign PLLC's certificate of authority certifies to the secretary of state that the foreign PLLC has violated or is violating a provision of this part, and describes the violation in the certification.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-404 — TN Code / Title 48 / Chapter 249 / Section 48-249-404
Conflict of interest transactions
Status: in_force

(a) Definition. A conflict of interest transaction is a transaction with the LLC in which a member, manager, director or officer, as applicable, of the LLC has a direct or indirect interest. A conflict of interest transaction is not void and is not voidable by the LLC, and does not violate the duty of loyalty in § 48-249-403(b)(2) , solely because of the interest of a member, manager, director or officer in the transaction, if any one (1) of the following is true: (1) The material facts of the transaction and the interest of the member, manager, director or officer, as applicable, were disclosed or known to the managers or board of directors, as applicable, and the managers or board of directors, as applicable, authorized, approved or ratified the transaction; (2) The material facts of the transaction and the interest of the member, manager, director or officer, as applicable, were disclosed or known either to: (A) The members entitled to vote and they authorized, approved or ratified the transaction; or (B) All the members and all the members authorized, approved or ratified the transaction, even if one (1) or more, or all, the members have a conflict of interest; (3) The transaction was fair to the LLC; or (4) The transaction was of such a nature that the conflict of interest is waived by the LLC documents. Such waiver shall be upheld, unless manifestly unreasonable under the circumstances. (b) Indirect interest. For purposes of this section, a member, manager, director or officer of the LLC has an indirect interest in a transaction, if, but not only if: (1) Another entity in which the member, manager, director or officer has a material financial interest, or in which the member, manager, director or officer, as applicable, is a general partner, is a party to the transaction; or (2) Another entity for which the member, manager, director, or officer is a member, governor, director, manager, officer or trustee is a party to the transaction, and the transaction is, or should be, considered by the members, managers or directors, as applicable, of the LLC. (c) Approval by managers or directors. For purposes of subdivision (a)(1), a conflict of interest transaction is authorized, approved or ratified, if it receives the affirmative majority vote of the managers or of the directors on the board of directors, as applicable, who have no direct or indirect interest in the transaction, and a transaction may be authorized, approved or ratified under this section by a single manager or director, as applicable. If a majority of the managers or the directors, as applicable, who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a manager or director, as applicable, with a direct or indirect interest in the transaction, does not affect the validity of any action taken under subdivision (a)(1), if the transaction is otherwise authorized, approved or ratified as provided in that subdivision (a)(1). (d) Approval by members. For purposes of subdivision (a)(2)(A), a conflict of interest transaction is authorized, approved or ratified, if it receives a majority vote of the membership interests entitled to be counted under this subsection (d). Membership interests owned by or voted under the control of a member, director or manager who has a direct or indirect interest in the transaction, and membership interests owned by or voted under the control of an entity described in subdivision (b)(1), may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(2)(A). The vote of those membership interests, however, shall be counted in determining whether the transaction is approved under other provisions of this chapter. (e) Approval by sole member of single-member LLC. For purposes of subdivision (a)(2)(B), a conflict of interest transaction may be authorized, approved or ratified by the sole member of a single-member LLC. Acts 2005, ch. 286, § 1.
(a) Definition. A conflict of interest transaction is a transaction with the LLC in which a member, manager, director or officer, as applicable, of the LLC has a direct or indirect interest. A conflict of interest transaction is not void and is not voidable by the LLC, and does not violate the duty of loyalty in § 48-249-403(b)(2) , solely because of the interest of a member, manager, director or officer in the transaction, if any one (1) of the following is true: (1) The material facts of the transaction and the interest of the member, manager, director or officer, as applicable, were disclosed or known to the managers or board of directors, as applicable, and the managers or board of directors, as applicable, authorized, approved or ratified the transaction; (2) The material facts of the transaction and the interest of the member, manager, director or officer, as applicable, were disclosed or known either to: (A) The members entitled to vote and they authorized, approved or ratified the transaction; or (B) All the members and all the members authorized, approved or ratified the transaction, even if one (1) or more, or all, the members have a conflict of interest; (3) The transaction was fair to the LLC; or (4) The transaction was of such a nature that the conflict of interest is waived by the LLC documents. Such waiver shall be upheld, unless manifestly unreasonable under the circumstances.
(1) The material facts of the transaction and the interest of the member, manager, director or officer, as applicable, were disclosed or known to the managers or board of directors, as applicable, and the managers or board of directors, as applicable, authorized, approved or ratified the transaction;
(2) The material facts of the transaction and the interest of the member, manager, director or officer, as applicable, were disclosed or known either to: (A) The members entitled to vote and they authorized, approved or ratified the transaction; or (B) All the members and all the members authorized, approved or ratified the transaction, even if one (1) or more, or all, the members have a conflict of interest;
(A) The members entitled to vote and they authorized, approved or ratified the transaction; or
(B) All the members and all the members authorized, approved or ratified the transaction, even if one (1) or more, or all, the members have a conflict of interest;
(3) The transaction was fair to the LLC; or
(4) The transaction was of such a nature that the conflict of interest is waived by the LLC documents. Such waiver shall be upheld, unless manifestly unreasonable under the circumstances.
(b) Indirect interest. For purposes of this section, a member, manager, director or officer of the LLC has an indirect interest in a transaction, if, but not only if: (1) Another entity in which the member, manager, director or officer has a material financial interest, or in which the member, manager, director or officer, as applicable, is a general partner, is a party to the transaction; or (2) Another entity for which the member, manager, director, or officer is a member, governor, director, manager, officer or trustee is a party to the transaction, and the transaction is, or should be, considered by the members, managers or directors, as applicable, of the LLC.
(1) Another entity in which the member, manager, director or officer has a material financial interest, or in which the member, manager, director or officer, as applicable, is a general partner, is a party to the transaction; or
(2) Another entity for which the member, manager, director, or officer is a member, governor, director, manager, officer or trustee is a party to the transaction, and the transaction is, or should be, considered by the members, managers or directors, as applicable, of the LLC.
(c) Approval by managers or directors. For purposes of subdivision (a)(1), a conflict of interest transaction is authorized, approved or ratified, if it receives the affirmative majority vote of the managers or of the directors on the board of directors, as applicable, who have no direct or indirect interest in the transaction, and a transaction may be authorized, approved or ratified under this section by a single manager or director, as applicable. If a majority of the managers or the directors, as applicable, who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a manager or director, as applicable, with a direct or indirect interest in the transaction, does not affect the validity of any action taken under subdivision (a)(1), if the transaction is otherwise authorized, approved or ratified as provided in that subdivision (a)(1).
(d) Approval by members. For purposes of subdivision (a)(2)(A), a conflict of interest transaction is authorized, approved or ratified, if it receives a majority vote of the membership interests entitled to be counted under this subsection (d). Membership interests owned by or voted under the control of a member, director or manager who has a direct or indirect interest in the transaction, and membership interests owned by or voted under the control of an entity described in subdivision (b)(1), may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(2)(A). The vote of those membership interests, however, shall be counted in determining whether the transaction is approved under other provisions of this chapter.
(e) Approval by sole member of single-member LLC. For purposes of subdivision (a)(2)(B), a conflict of interest transaction may be authorized, approved or ratified by the sole member of a single-member LLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-245-502 — TN Code / Title 48 / Chapter 245 / Section 48-245-502
Known and unknown claims against LLC
Status: in_force

(a) General. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is not to be wound up and terminated by merging the dissolved LLC into a successor organization under § 48-245-501(a) , then the LLC may give notice of the filing to each creditor of and claimant against the LLC, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c). (b) Known Claims Against Dissolved LLC - Notice of Dissolution. (1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b). (2) The dissolved LLC shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must: (A) Describe information that must be included in a claim; (B) State whether the claim is admitted, or not admitted, and if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation if fixed by an instrument of indebtedness; (C) Provide a mailing address where a claim may be sent; (D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC must receive the claim; and (E) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline. (3) A claim against the dissolved LLC is barred to the extent that it is not admitted: (A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2) and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or (B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (5) For purposes of this section, written notice is effective at the earliest of the following: (A) When received; (B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. (c) Unknown Claims Against Dissolved LLC - Notice - Limitations. (1) A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice. (2) The notice must: (A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located; (B) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (C) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (3) If the dissolved LLC publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice: (A) A claimant who did not receive written notice under subsection (b); (B) A claimant whose claim was timely sent to the dissolved LLC but not acted on; or (C) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (4) A claim may be enforced under this subsection (c): (A) Against the dissolved LLC, to the extent of its undistributed assets; or (B) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member. (d) If Notice is Not Given. If the dissolved LLC does not comply with subsections (b) and (c), then claimants against the LLC may enforce their claims: (1) Against the dissolved LLC to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member; provided, that a claim may not be enforced against a member of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination. Acts 1994, ch. 868, § 1.
(a) General. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is not to be wound up and terminated by merging the dissolved LLC into a successor organization under § 48-245-501(a) , then the LLC may give notice of the filing to each creditor of and claimant against the LLC, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c).
(b) Known Claims Against Dissolved LLC - Notice of Dissolution. (1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b). (2) The dissolved LLC shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must: (A) Describe information that must be included in a claim; (B) State whether the claim is admitted, or not admitted, and if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation if fixed by an instrument of indebtedness; (C) Provide a mailing address where a claim may be sent; (D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC must receive the claim; and (E) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline. (3) A claim against the dissolved LLC is barred to the extent that it is not admitted: (A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2) and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or (B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (5) For purposes of this section, written notice is effective at the earliest of the following: (A) When received; (B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b).
(2) The dissolved LLC shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must: (A) Describe information that must be included in a claim; (B) State whether the claim is admitted, or not admitted, and if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation if fixed by an instrument of indebtedness; (C) Provide a mailing address where a claim may be sent; (D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC must receive the claim; and (E) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(A) Describe information that must be included in a claim;
(B) State whether the claim is admitted, or not admitted, and if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation if fixed by an instrument of indebtedness;
(i) The amount that is admitted, which may be as of a given date; and
(ii) Any interest obligation if fixed by an instrument of indebtedness;
(C) Provide a mailing address where a claim may be sent;
(D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC must receive the claim; and
(E) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(3) A claim against the dissolved LLC is barred to the extent that it is not admitted: (A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2) and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or (B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2) and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or
(B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(5) For purposes of this section, written notice is effective at the earliest of the following: (A) When received; (B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(A) When received;
(B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
(C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(c) Unknown Claims Against Dissolved LLC - Notice - Limitations. (1) A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice. (2) The notice must: (A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located; (B) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (C) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (3) If the dissolved LLC publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice: (A) A claimant who did not receive written notice under subsection (b); (B) A claimant whose claim was timely sent to the dissolved LLC but not acted on; or (C) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (4) A claim may be enforced under this subsection (c): (A) Against the dissolved LLC, to the extent of its undistributed assets; or (B) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member.
(1) A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice.
(2) The notice must: (A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located; (B) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (C) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located;
(B) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(C) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(3) If the dissolved LLC publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice: (A) A claimant who did not receive written notice under subsection (b); (B) A claimant whose claim was timely sent to the dissolved LLC but not acted on; or (C) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(A) A claimant who did not receive written notice under subsection (b);
(B) A claimant whose claim was timely sent to the dissolved LLC but not acted on; or
(C) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim may be enforced under this subsection (c): (A) Against the dissolved LLC, to the extent of its undistributed assets; or (B) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member.
(A) Against the dissolved LLC, to the extent of its undistributed assets; or
(B) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member.
(d) If Notice is Not Given. If the dissolved LLC does not comply with subsections (b) and (c), then claimants against the LLC may enforce their claims: (1) Against the dissolved LLC to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member; provided, that a claim may not be enforced against a member of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.
(1) Against the dissolved LLC to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member of the dissolved LLC to the extent of the member's pro rata share of the claim or the LLC assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member; provided, that a claim may not be enforced against a member of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-211-101 — TN Code / Title 48 / Chapter 211 / Section 48-211-101
LLC classification
Status: in_force

For purposes of all state and local Tennessee taxes, a foreign or domestic 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 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 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 1994, ch. 868, § 1.
For purposes of all state and local Tennessee taxes, a foreign or domestic 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 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 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 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-307 — TN Code / Title 48 / Chapter 101 / Section 48-101-307
Board of directors
Status: in_force

(a) The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than seven (7), all of whom shall be duly qualified electors of and taxpayers in the municipality. (b) The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in and about the performance of their duties hereunder. (c) No director shall be an officer or employee of the municipality. (d) The directors shall be elected by the governing body of the municipality, and they shall be so elected that they shall hold office for staggered terms. At the time of the election of the first board of directors, the governing body of the municipality shall divide the directors into three (3) groups containing as near equal whole numbers as may be possible. The first term of the directors included in the first group shall be two (2) years, the first term of the directors included in the second group shall be four (4) years, the first term of the directors included in the third group shall be six (6) years, and thereafter the terms of all directors shall be six (6) years; provided, that if at the expiration of any term of office of any director a successor thereto shall not have been elected, then the director whose term of office shall have expired shall continue to hold office until a successor shall be so elected. (e) The directors shall meet and organize as a board and shall elect one (1) of its members as chair, one (1) as vice chair, one (1) as treasurer and one (1) as secretary and such officers shall annually be elected thereafter in like manner. (f) The duties of secretary and treasurer may be performed by the same director. (g) Any action taken by the directors under this part may be authorized by resolution at any regular or special meeting, and such resolution shall take effect immediately and need not be published or posted. (h) Any meeting held by the board of directors for any purpose whatsoever shall be open to the public. Acts 1969, ch. 333, §§ 7, 8; 1975, ch. 29, § 4; 1976, ch. 514, § 3; T.C.A., §§ 48-1907, 48-1908, 48-3-307.
(a) The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than seven (7), all of whom shall be duly qualified electors of and taxpayers in the municipality.
(b) The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in and about the performance of their duties hereunder.
(c) No director shall be an officer or employee of the municipality.
(d) The directors shall be elected by the governing body of the municipality, and they shall be so elected that they shall hold office for staggered terms. At the time of the election of the first board of directors, the governing body of the municipality shall divide the directors into three (3) groups containing as near equal whole numbers as may be possible. The first term of the directors included in the first group shall be two (2) years, the first term of the directors included in the second group shall be four (4) years, the first term of the directors included in the third group shall be six (6) years, and thereafter the terms of all directors shall be six (6) years; provided, that if at the expiration of any term of office of any director a successor thereto shall not have been elected, then the director whose term of office shall have expired shall continue to hold office until a successor shall be so elected.
(e) The directors shall meet and organize as a board and shall elect one (1) of its members as chair, one (1) as vice chair, one (1) as treasurer and one (1) as secretary and such officers shall annually be elected thereafter in like manner.
(f) The duties of secretary and treasurer may be performed by the same director.
(g) Any action taken by the directors under this part may be authorized by resolution at any regular or special meeting, and such resolution shall take effect immediately and need not be published or posted.
(h) Any meeting held by the board of directors for any purpose whatsoever shall be open to the public.
Acts 1969, ch. 333, §§ 7, 8; 1975, ch. 29, § 4; 1976, ch. 514, § 3; T.C.A., §§ 48-1907, 48-1908, 48-3-307.
Tenn. Code Ann. § 48-101-501 — TN Code / Title 48 / Chapter 101 / Section 48-101-501
Part definitions
Status: in_force

(a) This part is known and may be cited as the "Charitable Solicitations Act." (b) As used in this part, unless the context otherwise requires: (1) "Bona fide Indian organization" means an organization that has been in existence for more than twenty (20) years and that carries out programs and provides services to members of a federally recognized Indian tribe; (2) "Bona fide religious institutions" include: (A) Ecclesiastical or denominational organizations, churches, or established physical places for worship in this state, at which nonprofit religious services and activities are regularly conducted and carried on; (B) Bona fide religious groups that do not maintain specific places of worship, that are not subject to federal income tax, and are not required to file an IRS Form 990; (C) Such separate groups or corporations that form an integral part of those institutions that are exempt from federal income tax as exempt organizations under section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or of a corresponding section of a subsequently enacted federal revenue act, that are not required to file an IRS Form 990, and that are not primarily supported by funds solicited outside of their own membership or congregation; and (D) Such institutions soliciting contributions for the construction and maintenance of a house of worship or residence of a clergy member; (3) "Charitable organization": (A) Means: (i) A person that is determined by the internal revenue service to be a tax-exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A person who is or holds itself out to be a benevolent, educational, voluntary health, philanthropic, humane, patriotic, religious, or eleemosynary organization, or for the benefit of law enforcement personnel, firefighters, veterans, or other persons who protect the public safety, or a person who solicits or obtains contributions solicited from the public for charitable purposes. A chapter, branch, area, office, or similar affiliate or person soliciting contributions within this state for a charitable organization that has its principal place of business outside this state is deemed a charitable organization for the purposes of this part; and (B) Does not include an authorized individual who solicits, by authority of the organization, solely on behalf of a registered or exempt organization or on behalf of an organization excluded from the definition of charitable organization; (4) "Charitable purpose": (A) Means: (i) A purpose described in section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A purpose to achieve: (a) A benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary objective; or (b) An objective that benefits law enforcement personnel, firefighters, veterans, or other persons who protect the public safety; and (B) Is not limited to only those purposes for which contributions are tax deductible under section 170 of the Internal Revenue Code ( 26 U.S.C. § 170 ); (5) "Charitable sales promotion" means an advertising or sale conducted by a person who represents that the purchase or use of goods or services offered by the person will benefit, in whole or in part, a charitable organization or charitable purpose. The provision of advertising services to a charitable organization, either for compensation or as a donation, does not of itself constitute a charitable sales promotion; (6) "Commercial co-venturer" means any person who: (A) Is organized for profit; (B) Is regularly and primarily engaged in trade or commerce, other than in connection with soliciting for charitable or civic organizations or charitable purposes; and (C) Conducts an advertised charitable sales promotion for a specified limited period of time; (7) "Contributions" means the promise or grant of any money or property of any kind or value, including the payment or promise to pay in consideration of a sale, performance or show of any kind which is advertised or offered in conjunction with the name of any charity. "Contribution" does not include bona fide fees, dues or assessments paid by members; provided, that membership is not conferred solely as consideration for making a contribution in response to a solicitation; (8) "Disaster" means a natural, technological, or civil emergency that causes damage of sufficient severity and magnitude to result in a declaration of a state of emergency by a county, the governor, or the president of the United States. "Disaster" is identifiable by the severity of resulting damage, as follows: (A) "Catastrophic disaster" means a disaster that will require massive state and federal assistance, including immediate military involvement; (B) "Major disaster" means a disaster that will likely exceed local capabilities and require a broad range of state and federal assistance; and (C) "Minor disaster" means a disaster that is likely to be within the response capabilities of local government and to result in only a minimal need for state or federal assistance; (9) "Division" means the department of state's division of business and charitable organizations; (10) "Federated fund raising organization" means a federation of independent charitable organizations which have voluntarily joined together, including, but not limited to, a united fund or community chest, for purposes of raising and distributing money for and among themselves, and where membership does not confer operating authority and control of the individual agencies upon the federated group organization; (11) "Generally accepted auditing standards" means the auditing standards issued by the American Institute of Certified Public Accountants for the conduct and reporting of financial audits; (12) "Knowingly" or "knowing" means actual awareness of the falsity or deception, but actual awareness may be inferred when objective manifestations indicate that a reasonable person would have known or would have reason to know of the falsity or deception; (13) "Parent organization" means that part of a charitable organization that coordinates, supervises, or exercises control over policy, fundraising, and expenditures, or assists or advises one (1) or more chapters, branches, or affiliates in this state. A federated fund-raising organization is not a parent organization; (14) "Person" means any individual, organization, trust, foundation, group, association, partnership, corporation, society or any combination of them; (15) "Professional solicitor" means any person who, for a financial or other consideration, solicits contributions for, or on behalf of, a charitable organization, whether such solicitation is performed personally or through such person's agents, servants or employees or through agents, servants or employees specially employed by or for a charitable organization, who are engaged in the solicitation of contributions under the direction of such person, or a person who plans, conducts, manages, carries on or advises a charitable organization in connection with the solicitation of contributions. Any independent marketing agent or entity to whom a professional solicitor assigns fund raising or solicitation responsibilities shall be deemed to be a professional solicitor for purposes of this part. A salaried officer or permanent employee of a charitable organization is not deemed to be a professional solicitor. However, any salaried officer or employee of a charitable organization that engages in the solicitation of contributions for compensation in any manner for more than one (1) charitable organization is deemed a professional solicitor. A professional solicitor does not include an attorney, investment counselor, or banker who in the conduct of such person's profession advises a client; (16) "Secretary of state" or "secretary" means the secretary of state or the secretary of state's authorized representative or designee; (17) "Solicit" or "solicitation" means any oral or written request, however communicated, whether directly or indirectly, for a contribution; and (18) "Solicitee" or "donor" means any person from whom a charitable contribution or donation is solicited, directly or indirectly, by whatever means by any professional solicitor, a charitable organization or other person, whether any contribution is received in response to the solicitation. Amended by 2024 Tenn. Acts, ch. 533,s 5, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 4, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 3, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 2, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 1, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2017 Tenn. Acts, ch. 146, s 1, eff. 4/17/2017. Acts 1976, ch. 735, § 1; T.C.A., § 48-2201; Acts 1989, ch. 285, §§ 1, 2; 1990, ch. 901, § 1; 1991, ch. 299, §§ 1, 2; 1993, ch. 252, § 12; 1994, ch. 667, §§ 1-5; T.C.A., § 48-3-501; Acts 1995, ch. 158, § 2; 1996, ch. 907, §§ 1-3; 2007 , ch. 523, §§ 1-5; 2011 , ch. 232, § 1.
(a) This part is known and may be cited as the "Charitable Solicitations Act."
(b) As used in this part, unless the context otherwise requires: (1) "Bona fide Indian organization" means an organization that has been in existence for more than twenty (20) years and that carries out programs and provides services to members of a federally recognized Indian tribe; (2) "Bona fide religious institutions" include: (A) Ecclesiastical or denominational organizations, churches, or established physical places for worship in this state, at which nonprofit religious services and activities are regularly conducted and carried on; (B) Bona fide religious groups that do not maintain specific places of worship, that are not subject to federal income tax, and are not required to file an IRS Form 990; (C) Such separate groups or corporations that form an integral part of those institutions that are exempt from federal income tax as exempt organizations under section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or of a corresponding section of a subsequently enacted federal revenue act, that are not required to file an IRS Form 990, and that are not primarily supported by funds solicited outside of their own membership or congregation; and (D) Such institutions soliciting contributions for the construction and maintenance of a house of worship or residence of a clergy member; (3) "Charitable organization": (A) Means: (i) A person that is determined by the internal revenue service to be a tax-exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A person who is or holds itself out to be a benevolent, educational, voluntary health, philanthropic, humane, patriotic, religious, or eleemosynary organization, or for the benefit of law enforcement personnel, firefighters, veterans, or other persons who protect the public safety, or a person who solicits or obtains contributions solicited from the public for charitable purposes. A chapter, branch, area, office, or similar affiliate or person soliciting contributions within this state for a charitable organization that has its principal place of business outside this state is deemed a charitable organization for the purposes of this part; and (B) Does not include an authorized individual who solicits, by authority of the organization, solely on behalf of a registered or exempt organization or on behalf of an organization excluded from the definition of charitable organization; (4) "Charitable purpose": (A) Means: (i) A purpose described in section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A purpose to achieve: (a) A benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary objective; or (b) An objective that benefits law enforcement personnel, firefighters, veterans, or other persons who protect the public safety; and (B) Is not limited to only those purposes for which contributions are tax deductible under section 170 of the Internal Revenue Code ( 26 U.S.C. § 170 ); (5) "Charitable sales promotion" means an advertising or sale conducted by a person who represents that the purchase or use of goods or services offered by the person will benefit, in whole or in part, a charitable organization or charitable purpose. The provision of advertising services to a charitable organization, either for compensation or as a donation, does not of itself constitute a charitable sales promotion; (6) "Commercial co-venturer" means any person who: (A) Is organized for profit; (B) Is regularly and primarily engaged in trade or commerce, other than in connection with soliciting for charitable or civic organizations or charitable purposes; and (C) Conducts an advertised charitable sales promotion for a specified limited period of time; (7) "Contributions" means the promise or grant of any money or property of any kind or value, including the payment or promise to pay in consideration of a sale, performance or show of any kind which is advertised or offered in conjunction with the name of any charity. "Contribution" does not include bona fide fees, dues or assessments paid by members; provided, that membership is not conferred solely as consideration for making a contribution in response to a solicitation; (8) "Disaster" means a natural, technological, or civil emergency that causes damage of sufficient severity and magnitude to result in a declaration of a state of emergency by a county, the governor, or the president of the United States. "Disaster" is identifiable by the severity of resulting damage, as follows: (A) "Catastrophic disaster" means a disaster that will require massive state and federal assistance, including immediate military involvement; (B) "Major disaster" means a disaster that will likely exceed local capabilities and require a broad range of state and federal assistance; and (C) "Minor disaster" means a disaster that is likely to be within the response capabilities of local government and to result in only a minimal need for state or federal assistance; (9) "Division" means the department of state's division of business and charitable organizations; (10) "Federated fund raising organization" means a federation of independent charitable organizations which have voluntarily joined together, including, but not limited to, a united fund or community chest, for purposes of raising and distributing money for and among themselves, and where membership does not confer operating authority and control of the individual agencies upon the federated group organization; (11) "Generally accepted auditing standards" means the auditing standards issued by the American Institute of Certified Public Accountants for the conduct and reporting of financial audits; (12) "Knowingly" or "knowing" means actual awareness of the falsity or deception, but actual awareness may be inferred when objective manifestations indicate that a reasonable person would have known or would have reason to know of the falsity or deception; (13) "Parent organization" means that part of a charitable organization that coordinates, supervises, or exercises control over policy, fundraising, and expenditures, or assists or advises one (1) or more chapters, branches, or affiliates in this state. A federated fund-raising organization is not a parent organization; (14) "Person" means any individual, organization, trust, foundation, group, association, partnership, corporation, society or any combination of them; (15) "Professional solicitor" means any person who, for a financial or other consideration, solicits contributions for, or on behalf of, a charitable organization, whether such solicitation is performed personally or through such person's agents, servants or employees or through agents, servants or employees specially employed by or for a charitable organization, who are engaged in the solicitation of contributions under the direction of such person, or a person who plans, conducts, manages, carries on or advises a charitable organization in connection with the solicitation of contributions. Any independent marketing agent or entity to whom a professional solicitor assigns fund raising or solicitation responsibilities shall be deemed to be a professional solicitor for purposes of this part. A salaried officer or permanent employee of a charitable organization is not deemed to be a professional solicitor. However, any salaried officer or employee of a charitable organization that engages in the solicitation of contributions for compensation in any manner for more than one (1) charitable organization is deemed a professional solicitor. A professional solicitor does not include an attorney, investment counselor, or banker who in the conduct of such person's profession advises a client; (16) "Secretary of state" or "secretary" means the secretary of state or the secretary of state's authorized representative or designee; (17) "Solicit" or "solicitation" means any oral or written request, however communicated, whether directly or indirectly, for a contribution; and (18) "Solicitee" or "donor" means any person from whom a charitable contribution or donation is solicited, directly or indirectly, by whatever means by any professional solicitor, a charitable organization or other person, whether any contribution is received in response to the solicitation.
(1) "Bona fide Indian organization" means an organization that has been in existence for more than twenty (20) years and that carries out programs and provides services to members of a federally recognized Indian tribe;
(2) "Bona fide religious institutions" include: (A) Ecclesiastical or denominational organizations, churches, or established physical places for worship in this state, at which nonprofit religious services and activities are regularly conducted and carried on; (B) Bona fide religious groups that do not maintain specific places of worship, that are not subject to federal income tax, and are not required to file an IRS Form 990; (C) Such separate groups or corporations that form an integral part of those institutions that are exempt from federal income tax as exempt organizations under section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or of a corresponding section of a subsequently enacted federal revenue act, that are not required to file an IRS Form 990, and that are not primarily supported by funds solicited outside of their own membership or congregation; and (D) Such institutions soliciting contributions for the construction and maintenance of a house of worship or residence of a clergy member;
(A) Ecclesiastical or denominational organizations, churches, or established physical places for worship in this state, at which nonprofit religious services and activities are regularly conducted and carried on;
(B) Bona fide religious groups that do not maintain specific places of worship, that are not subject to federal income tax, and are not required to file an IRS Form 990;
(C) Such separate groups or corporations that form an integral part of those institutions that are exempt from federal income tax as exempt organizations under section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or of a corresponding section of a subsequently enacted federal revenue act, that are not required to file an IRS Form 990, and that are not primarily supported by funds solicited outside of their own membership or congregation; and
(D) Such institutions soliciting contributions for the construction and maintenance of a house of worship or residence of a clergy member;
(3) "Charitable organization": (A) Means: (i) A person that is determined by the internal revenue service to be a tax-exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A person who is or holds itself out to be a benevolent, educational, voluntary health, philanthropic, humane, patriotic, religious, or eleemosynary organization, or for the benefit of law enforcement personnel, firefighters, veterans, or other persons who protect the public safety, or a person who solicits or obtains contributions solicited from the public for charitable purposes. A chapter, branch, area, office, or similar affiliate or person soliciting contributions within this state for a charitable organization that has its principal place of business outside this state is deemed a charitable organization for the purposes of this part; and (B) Does not include an authorized individual who solicits, by authority of the organization, solely on behalf of a registered or exempt organization or on behalf of an organization excluded from the definition of charitable organization;
(A) Means: (i) A person that is determined by the internal revenue service to be a tax-exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A person who is or holds itself out to be a benevolent, educational, voluntary health, philanthropic, humane, patriotic, religious, or eleemosynary organization, or for the benefit of law enforcement personnel, firefighters, veterans, or other persons who protect the public safety, or a person who solicits or obtains contributions solicited from the public for charitable purposes. A chapter, branch, area, office, or similar affiliate or person soliciting contributions within this state for a charitable organization that has its principal place of business outside this state is deemed a charitable organization for the purposes of this part; and
(i) A person that is determined by the internal revenue service to be a tax-exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or
(ii) A person who is or holds itself out to be a benevolent, educational, voluntary health, philanthropic, humane, patriotic, religious, or eleemosynary organization, or for the benefit of law enforcement personnel, firefighters, veterans, or other persons who protect the public safety, or a person who solicits or obtains contributions solicited from the public for charitable purposes. A chapter, branch, area, office, or similar affiliate or person soliciting contributions within this state for a charitable organization that has its principal place of business outside this state is deemed a charitable organization for the purposes of this part; and
(B) Does not include an authorized individual who solicits, by authority of the organization, solely on behalf of a registered or exempt organization or on behalf of an organization excluded from the definition of charitable organization;
(4) "Charitable purpose": (A) Means: (i) A purpose described in section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A purpose to achieve: (a) A benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary objective; or (b) An objective that benefits law enforcement personnel, firefighters, veterans, or other persons who protect the public safety; and (B) Is not limited to only those purposes for which contributions are tax deductible under section 170 of the Internal Revenue Code ( 26 U.S.C. § 170 );
(A) Means: (i) A purpose described in section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or (ii) A purpose to achieve: (a) A benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary objective; or (b) An objective that benefits law enforcement personnel, firefighters, veterans, or other persons who protect the public safety; and
(i) A purpose described in section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); or
(ii) A purpose to achieve: (a) A benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary objective; or (b) An objective that benefits law enforcement personnel, firefighters, veterans, or other persons who protect the public safety; and
(a) A benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary objective; or
(b) An objective that benefits law enforcement personnel, firefighters, veterans, or other persons who protect the public safety; and
(B) Is not limited to only those purposes for which contributions are tax deductible under section 170 of the Internal Revenue Code ( 26 U.S.C. § 170 );
(5) "Charitable sales promotion" means an advertising or sale conducted by a person who represents that the purchase or use of goods or services offered by the person will benefit, in whole or in part, a charitable organization or charitable purpose. The provision of advertising services to a charitable organization, either for compensation or as a donation, does not of itself constitute a charitable sales promotion;
(6) "Commercial co-venturer" means any person who: (A) Is organized for profit; (B) Is regularly and primarily engaged in trade or commerce, other than in connection with soliciting for charitable or civic organizations or charitable purposes; and (C) Conducts an advertised charitable sales promotion for a specified limited period of time;
(A) Is organized for profit;
(B) Is regularly and primarily engaged in trade or commerce, other than in connection with soliciting for charitable or civic organizations or charitable purposes; and
(C) Conducts an advertised charitable sales promotion for a specified limited period of time;
(7) "Contributions" means the promise or grant of any money or property of any kind or value, including the payment or promise to pay in consideration of a sale, performance or show of any kind which is advertised or offered in conjunction with the name of any charity. "Contribution" does not include bona fide fees, dues or assessments paid by members; provided, that membership is not conferred solely as consideration for making a contribution in response to a solicitation;
(8) "Disaster" means a natural, technological, or civil emergency that causes damage of sufficient severity and magnitude to result in a declaration of a state of emergency by a county, the governor, or the president of the United States. "Disaster" is identifiable by the severity of resulting damage, as follows: (A) "Catastrophic disaster" means a disaster that will require massive state and federal assistance, including immediate military involvement; (B) "Major disaster" means a disaster that will likely exceed local capabilities and require a broad range of state and federal assistance; and (C) "Minor disaster" means a disaster that is likely to be within the response capabilities of local government and to result in only a minimal need for state or federal assistance;
(A) "Catastrophic disaster" means a disaster that will require massive state and federal assistance, including immediate military involvement;
(B) "Major disaster" means a disaster that will likely exceed local capabilities and require a broad range of state and federal assistance; and
(C) "Minor disaster" means a disaster that is likely to be within the response capabilities of local government and to result in only a minimal need for state or federal assistance;
(9) "Division" means the department of state's division of business and charitable organizations;
(10) "Federated fund raising organization" means a federation of independent charitable organizations which have voluntarily joined together, including, but not limited to, a united fund or community chest, for purposes of raising and distributing money for and among themselves, and where membership does not confer operating authority and control of the individual agencies upon the federated group organization;
(11) "Generally accepted auditing standards" means the auditing standards issued by the American Institute of Certified Public Accountants for the conduct and reporting of financial audits;
(12) "Knowingly" or "knowing" means actual awareness of the falsity or deception, but actual awareness may be inferred when objective manifestations indicate that a reasonable person would have known or would have reason to know of the falsity or deception;
(13) "Parent organization" means that part of a charitable organization that coordinates, supervises, or exercises control over policy, fundraising, and expenditures, or assists or advises one (1) or more chapters, branches, or affiliates in this state. A federated fund-raising organization is not a parent organization;
(14) "Person" means any individual, organization, trust, foundation, group, association, partnership, corporation, society or any combination of them;
(15) "Professional solicitor" means any person who, for a financial or other consideration, solicits contributions for, or on behalf of, a charitable organization, whether such solicitation is performed personally or through such person's agents, servants or employees or through agents, servants or employees specially employed by or for a charitable organization, who are engaged in the solicitation of contributions under the direction of such person, or a person who plans, conducts, manages, carries on or advises a charitable organization in connection with the solicitation of contributions. Any independent marketing agent or entity to whom a professional solicitor assigns fund raising or solicitation responsibilities shall be deemed to be a professional solicitor for purposes of this part. A salaried officer or permanent employee of a charitable organization is not deemed to be a professional solicitor. However, any salaried officer or employee of a charitable organization that engages in the solicitation of contributions for compensation in any manner for more than one (1) charitable organization is deemed a professional solicitor. A professional solicitor does not include an attorney, investment counselor, or banker who in the conduct of such person's profession advises a client;
(16) "Secretary of state" or "secretary" means the secretary of state or the secretary of state's authorized representative or designee;
(17) "Solicit" or "solicitation" means any oral or written request, however communicated, whether directly or indirectly, for a contribution; and
(18) "Solicitee" or "donor" means any person from whom a charitable contribution or donation is solicited, directly or indirectly, by whatever means by any professional solicitor, a charitable organization or other person, whether any contribution is received in response to the solicitation.
Amended by 2024 Tenn. Acts, ch. 533,s 5, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 4, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 3, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 2, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 1, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2017 Tenn. Acts, ch. 146, s 1, eff. 4/17/2017.
Acts 1976, ch. 735, § 1; T.C.A., § 48-2201; Acts 1989, ch. 285, §§ 1, 2; 1990, ch. 901, § 1; 1991, ch. 299, §§ 1, 2; 1993, ch. 252, § 12; 1994, ch. 667, §§ 1-5; T.C.A., § 48-3-501; Acts 1995, ch. 158, § 2; 1996, ch. 907, §§ 1-3; 2007 , ch. 523, §§ 1-5; 2011 , ch. 232, § 1.
Tenn. Code Ann. § 48-226-101 — TN Code / Title 48 / Chapter 226 / Section 48-226-101
Voting agreements
Status: in_force

(a) General Rule. An agreement between two (2) or more persons who are members or are parties to binding contribution agreements, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the interests held by them or to be acquired by them shall be voted as therein provided or as they may agree or as determined in accordance with a procedure agreed upon by them. Such agreement shall be subject to the conditions and limitations set forth in § 48-17-302 with respect to voting agreements between shareholders. (b) Limitation on Voting Agreements. Any assignee of any member's financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into. A voting agreement may not relate to the consents referred to in § 48-218-102(b) , § 48-232-101 , § 48-232-102 , § 48-234-101(c) or § 48-245-101(b) . (c) Automatic Termination. Unless otherwise provided in the articles, operating agreement or the voting agreement, the voting agreement will not terminate if the LLC is combined into a new LLC pursuant to merger whether by a merger in dissolution or otherwise. Any other termination of the LLC's existence will automatically terminate the voting agreement. Acts 1994, ch. 868, § 1.
(a) General Rule. An agreement between two (2) or more persons who are members or are parties to binding contribution agreements, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the interests held by them or to be acquired by them shall be voted as therein provided or as they may agree or as determined in accordance with a procedure agreed upon by them. Such agreement shall be subject to the conditions and limitations set forth in § 48-17-302 with respect to voting agreements between shareholders.
(b) Limitation on Voting Agreements. Any assignee of any member's financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into. A voting agreement may not relate to the consents referred to in § 48-218-102(b) , § 48-232-101 , § 48-232-102 , § 48-234-101(c) or § 48-245-101(b) .
(c) Automatic Termination. Unless otherwise provided in the articles, operating agreement or the voting agreement, the voting agreement will not terminate if the LLC is combined into a new LLC pursuant to merger whether by a merger in dissolution or otherwise. Any other termination of the LLC's existence will automatically terminate the voting agreement.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-51-309 — TN Code / Title 48 / Chapter 51 / Section 48-51-309
Certificate of existence
Status: in_force

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state. (b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That: (A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to conduct affairs in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation; (4) That its most recent annual report required by § 48-66-203 has been filed with the secretary of state; (5) (A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed; (B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing. Acts 1987, ch. 242, § 1.38; 1991, ch. 188, § 12; 2010, ch. 742, § 2; 2011, ch. 99, § 26.
(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.
(b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That: (A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to conduct affairs in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation; (4) That its most recent annual report required by § 48-66-203 has been filed with the secretary of state; (5) (A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed; (B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2) That: (A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to conduct affairs in this state;
(A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or
(B) The foreign corporation is authorized to conduct affairs in this state;
(3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation;
(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation;
(i) Administrative dissolution of a domestic corporation; or
(ii) Administrative revocation of the certificate of authority of a foreign corporation;
(4) That its most recent annual report required by § 48-66-203 has been filed with the secretary of state;
(5) (A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed; (B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed;
(i) That articles of termination of existence have not been filed;
(ii) Whether or not articles of dissolution have been filed and remain effective;
(iii) Whether or not a certificate of dissolution has been filed and remains effective; and
(iv) That a decree of judicial dissolution has not been filed;
(B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(i) That a certificate of withdrawal has not been filed; and
(ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and
(7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.
Acts 1987, ch. 242, § 1.38; 1991, ch. 188, § 12; 2010, ch. 742, § 2; 2011, ch. 99, § 26.
Tenn. Code Ann. § 48-102-104 — TN Code / Title 48 / Chapter 102 / Section 48-102-104
Separate property of subordinate lodges
Status: in_force

Whenever the grand lodge shall establish or charter a subordinate lodge, the subordinate lodge is invested with the separate right to an amount of real and personal property, to the same extent and under the restrictions of § 48-102-101 . The subordinate lodges have the power, and are specifically authorized, to mortgage or convey in trust their real estate for the purpose of securing the payment of notes or bonds for borrowed money or for other purposes, and it shall be sufficient to bind any lodge in such transaction when a mortgage or deed of trust shall be duly executed by the noble grand and secretary of the lodge. Acts 1847-1848, ch. 60, § 2; 1907, ch. 595, § 1; Shan., § 2577a5; mod. Code 1932, § 4420; T.C.A. (orig. ed.), §§ 48-1504, 48-4-104.
Whenever the grand lodge shall establish or charter a subordinate lodge, the subordinate lodge is invested with the separate right to an amount of real and personal property, to the same extent and under the restrictions of § 48-102-101 . The subordinate lodges have the power, and are specifically authorized, to mortgage or convey in trust their real estate for the purpose of securing the payment of notes or bonds for borrowed money or for other purposes, and it shall be sufficient to bind any lodge in such transaction when a mortgage or deed of trust shall be duly executed by the noble grand and secretary of the lodge.
Acts 1847-1848, ch. 60, § 2; 1907, ch. 595, § 1; Shan., § 2577a5; mod. Code 1932, § 4420; T.C.A. (orig. ed.), §§ 48-1504, 48-4-104.
Tenn. Code Ann. § 48-249-1108 — TN Code / Title 48 / Chapter 249 / Section 48-249-1108
Name
Status: in_force

(a) Name requirements. The name of a domestic PLLC and of a foreign PLLC that is applying for a certificate of authority or is authorized to transact business in this state, in addition to satisfying the requirements of §§ 48-249-106 and 48-249-903 , except the requirement that the name include the words "limited liability company" or "LLC": (1) Shall contain the words "professional limited company," "professional limited liability company," "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C." or "L.L.P.C.," or such abbreviations without punctuation; provided, however, that, in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the words or abbreviations provided for in this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign PLLC was formed; (2) Shall not contain the word "corporation" or "incorporated," or an abbreviation of either or both of these words; and (3) May not contain language stating or implying that the domestic or foreign PLLC is formed or has elected professional LLC status for a purpose other than a purpose authorized by § 48-249-1104 and its articles. (b) Personal Name. Sections 48-249-106 and 48-249-903 do not prevent the use of a name otherwise prohibited by those sections, if it is the personal name of a member or former member of the domestic or foreign PLLC, or the name of an individual who was associated with a predecessor of the domestic or foreign PLLC. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 55.
(a) Name requirements. The name of a domestic PLLC and of a foreign PLLC that is applying for a certificate of authority or is authorized to transact business in this state, in addition to satisfying the requirements of §§ 48-249-106 and 48-249-903 , except the requirement that the name include the words "limited liability company" or "LLC": (1) Shall contain the words "professional limited company," "professional limited liability company," "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C." or "L.L.P.C.," or such abbreviations without punctuation; provided, however, that, in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the words or abbreviations provided for in this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign PLLC was formed; (2) Shall not contain the word "corporation" or "incorporated," or an abbreviation of either or both of these words; and (3) May not contain language stating or implying that the domestic or foreign PLLC is formed or has elected professional LLC status for a purpose other than a purpose authorized by § 48-249-1104 and its articles.
(1) Shall contain the words "professional limited company," "professional limited liability company," "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C." or "L.L.P.C.," or such abbreviations without punctuation; provided, however, that, in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the words or abbreviations provided for in this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign PLLC was formed;
(2) Shall not contain the word "corporation" or "incorporated," or an abbreviation of either or both of these words; and
(3) May not contain language stating or implying that the domestic or foreign PLLC is formed or has elected professional LLC status for a purpose other than a purpose authorized by § 48-249-1104 and its articles.
(b) Personal Name. Sections 48-249-106 and 48-249-903 do not prevent the use of a name otherwise prohibited by those sections, if it is the personal name of a member or former member of the domestic or foreign PLLC, or the name of an individual who was associated with a predecessor of the domestic or foreign PLLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 55.
Tenn. Code Ann. § 48-58-701 — TN Code / Title 48 / Chapter 58 / Section 48-58-701
Part definitions
Status: in_force

As used in this part: (1) "Control" or "controlled by" means: (A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting memberships, voting rights or interests, by contract, or otherwise; or (B) Being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns; (2) "Director's or officer's conflicting interest transaction" means a transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation): (A) To which, at the relevant time, the director or officer is a party; (B) Respecting which, at the relevant time, the director or officer had knowledge and a material financial interest known to the director or officer; or (C) Respecting which, at the relevant time, the director or officer knew that a related person was a party or had a material financial interest; (3) "Fair to the corporation" means, for purposes of § 48-58-702(b)(3) , that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was: (A) Fair in terms of the director's or officer's dealings with the corporation; and (B) Comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation; (4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's or officer's judgment when participating in action on the authorization of the transaction; (5) "Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; (6) (A) "Qualified director" means a director who, at the time action is to be taken under § 48-58-703 , is not a director: (i) As to whom the transaction is a director's or officer's conflicting interest transaction; or (ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction; (B) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director: (i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or (ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director; (7) "Related person" means: (A) The director's or officer's spouse; (B) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece or nephew (or spouse of any thereof) of the director or officer or of the director's or officer's spouse; (C) An individual living in the same home as the director or officer; (D) An entity (other than the corporation or an entity controlled by the corporation) controlled by the director or officer or any person specified in subdivisions (7)(A)-(C); (E) A domestic or foreign: (i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation; (ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or (iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or (F) A person that is or an entity that is controlled by an employer of the director or officer; (8) "Relevant time" means: (A) The time at which directors' action respecting the transaction is taken in compliance with § 48-58-703 ; or (B) If the transaction is not brought before the board of directors of the corporation (or its committee) for action under § 48-58-703 , at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction; and (9) "Required disclosure" means disclosure of: (A) The existence and nature of the director's or officer's conflicting interest; and (B) All facts known to the director or officer respecting the subject matter of the transaction that a director or officer free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction. Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
As used in this part:
(1) "Control" or "controlled by" means: (A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting memberships, voting rights or interests, by contract, or otherwise; or (B) Being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns;
(A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting memberships, voting rights or interests, by contract, or otherwise; or
(B) Being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns;
(2) "Director's or officer's conflicting interest transaction" means a transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation): (A) To which, at the relevant time, the director or officer is a party; (B) Respecting which, at the relevant time, the director or officer had knowledge and a material financial interest known to the director or officer; or (C) Respecting which, at the relevant time, the director or officer knew that a related person was a party or had a material financial interest;
(A) To which, at the relevant time, the director or officer is a party;
(B) Respecting which, at the relevant time, the director or officer had knowledge and a material financial interest known to the director or officer; or
(C) Respecting which, at the relevant time, the director or officer knew that a related person was a party or had a material financial interest;
(3) "Fair to the corporation" means, for purposes of § 48-58-702(b)(3) , that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was: (A) Fair in terms of the director's or officer's dealings with the corporation; and (B) Comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation;
(A) Fair in terms of the director's or officer's dealings with the corporation; and
(B) Comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation;
(4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's or officer's judgment when participating in action on the authorization of the transaction;
(5) "Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken;
(6) (A) "Qualified director" means a director who, at the time action is to be taken under § 48-58-703 , is not a director: (i) As to whom the transaction is a director's or officer's conflicting interest transaction; or (ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction; (B) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director: (i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or (ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director;
(A) "Qualified director" means a director who, at the time action is to be taken under § 48-58-703 , is not a director: (i) As to whom the transaction is a director's or officer's conflicting interest transaction; or (ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction;
(i) As to whom the transaction is a director's or officer's conflicting interest transaction; or
(ii) Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction;
(B) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director: (i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or (ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director;
(i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or
(ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director;
(7) "Related person" means: (A) The director's or officer's spouse; (B) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece or nephew (or spouse of any thereof) of the director or officer or of the director's or officer's spouse; (C) An individual living in the same home as the director or officer; (D) An entity (other than the corporation or an entity controlled by the corporation) controlled by the director or officer or any person specified in subdivisions (7)(A)-(C); (E) A domestic or foreign: (i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation; (ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or (iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or (F) A person that is or an entity that is controlled by an employer of the director or officer;
(A) The director's or officer's spouse;
(B) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece or nephew (or spouse of any thereof) of the director or officer or of the director's or officer's spouse;
(C) An individual living in the same home as the director or officer;
(D) An entity (other than the corporation or an entity controlled by the corporation) controlled by the director or officer or any person specified in subdivisions (7)(A)-(C);
(E) A domestic or foreign: (i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation; (ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or (iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or
(i) Business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation;
(ii) Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or
(iii) Individual, trust or estate for whom or of which the director or officer is a trustee, guardian, personal representative or like fiduciary; or
(F) A person that is or an entity that is controlled by an employer of the director or officer;
(8) "Relevant time" means: (A) The time at which directors' action respecting the transaction is taken in compliance with § 48-58-703 ; or (B) If the transaction is not brought before the board of directors of the corporation (or its committee) for action under § 48-58-703 , at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction; and
(A) The time at which directors' action respecting the transaction is taken in compliance with § 48-58-703 ; or
(B) If the transaction is not brought before the board of directors of the corporation (or its committee) for action under § 48-58-703 , at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction; and
(9) "Required disclosure" means disclosure of: (A) The existence and nature of the director's or officer's conflicting interest; and (B) All facts known to the director or officer respecting the subject matter of the transaction that a director or officer free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
(A) The existence and nature of the director's or officer's conflicting interest; and
(B) All facts known to the director or officer respecting the subject matter of the transaction that a director or officer free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
Tenn. Code Ann. § 48-208-103 — TN Code / Title 48 / Chapter 208 / Section 48-208-103
Resignation of registered agent
Status: in_force

(a) Resignation of Registered Agent. A registered agent of a foreign or domestic LLC may resign such agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the LLC by certified mail. The statement may include a statement that the registered office is also discontinued. (b) Effective Date of Resignation. The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. Acts 1994, ch. 868, § 1.
(a) Resignation of Registered Agent. A registered agent of a foreign or domestic LLC may resign such agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the LLC by certified mail. The statement may include a statement that the registered office is also discontinued.
(b) Effective Date of Resignation. The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-620 — TN Code / Title 48 / Chapter 249 / Section 48-249-620
Disposition upon liquidation
Status: in_force

(a) Distribution of Assets. (1) Upon the winding up of an LLC, the assets shall be distributed as follows: (A) First, to creditors, including members and holders of financial rights who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC, whether by payment or the making of reasonable provisions for payment of such liabilities, other than liabilities: (i) For which reasonable provision for payment has been made; and (ii) For distributions to members and holders of financial rights under § 48-249-305 ; (B) Second, to members, former members and holders of financial rights, in satisfaction of liabilities for distributions under § 48-249-305 ; and (C) Third, to members and holders of financial rights, first, for the return of their contributions that have not previously been returned, and, second, respecting the membership interests of members and the financial rights of holders of financial rights, as applicable, in the proportions in which the members and holders of financial rights, as applicable, share in distributions under § 48-249-305 . (2) Any distributions in any form other than cash shall be subject to § 48-249-305(d) . (b) Provisions for claims. An LLC that has dissolved shall pay, or make reasonable operating provision to pay, all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the LLC, regardless of whether the identity of the claimant is known. If there are sufficient assets, such claims and obligations shall be paid in full, and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority, and, among claims and obligations of equal priority, ratably, to the extent of assets available for payment. Any remaining assets shall be distributed as provided in this chapter. Any receiver or custodian winding up an LLC's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved LLC by reason of the receiver's or custodian's actions in winding up the LLC. (c) Debts incurred during winding up. All known contractual debts, obligations, and liabilities incurred in the course of winding up and terminating the LLC's affairs shall be paid or provided for by the LLC before the distribution of assets to a member or holder of financial rights. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy, before the expiration of the applicable statute of limitations, against the members, directors, managers or officers of the LLC, as applicable, who are responsible for, but who fail to cause, the LLC to pay or make provision for payment of the debts, obligations, and liabilities, or against members or holders of financial rights to the extent permitted under § 48-249-307 . This subsection (c) does not apply to dissolution, winding up or termination of the existence of the LLC under the supervision or order of a court. Acts 2005, ch. 286, § 1.
(a) Distribution of Assets. (1) Upon the winding up of an LLC, the assets shall be distributed as follows: (A) First, to creditors, including members and holders of financial rights who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC, whether by payment or the making of reasonable provisions for payment of such liabilities, other than liabilities: (i) For which reasonable provision for payment has been made; and (ii) For distributions to members and holders of financial rights under § 48-249-305 ; (B) Second, to members, former members and holders of financial rights, in satisfaction of liabilities for distributions under § 48-249-305 ; and (C) Third, to members and holders of financial rights, first, for the return of their contributions that have not previously been returned, and, second, respecting the membership interests of members and the financial rights of holders of financial rights, as applicable, in the proportions in which the members and holders of financial rights, as applicable, share in distributions under § 48-249-305 . (2) Any distributions in any form other than cash shall be subject to § 48-249-305(d) .
(1) Upon the winding up of an LLC, the assets shall be distributed as follows: (A) First, to creditors, including members and holders of financial rights who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC, whether by payment or the making of reasonable provisions for payment of such liabilities, other than liabilities: (i) For which reasonable provision for payment has been made; and (ii) For distributions to members and holders of financial rights under § 48-249-305 ; (B) Second, to members, former members and holders of financial rights, in satisfaction of liabilities for distributions under § 48-249-305 ; and (C) Third, to members and holders of financial rights, first, for the return of their contributions that have not previously been returned, and, second, respecting the membership interests of members and the financial rights of holders of financial rights, as applicable, in the proportions in which the members and holders of financial rights, as applicable, share in distributions under § 48-249-305 .
(A) First, to creditors, including members and holders of financial rights who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC, whether by payment or the making of reasonable provisions for payment of such liabilities, other than liabilities: (i) For which reasonable provision for payment has been made; and (ii) For distributions to members and holders of financial rights under § 48-249-305 ;
(i) For which reasonable provision for payment has been made; and
(ii) For distributions to members and holders of financial rights under § 48-249-305 ;
(B) Second, to members, former members and holders of financial rights, in satisfaction of liabilities for distributions under § 48-249-305 ; and
(C) Third, to members and holders of financial rights, first, for the return of their contributions that have not previously been returned, and, second, respecting the membership interests of members and the financial rights of holders of financial rights, as applicable, in the proportions in which the members and holders of financial rights, as applicable, share in distributions under § 48-249-305 .
(2) Any distributions in any form other than cash shall be subject to § 48-249-305(d) .
(b) Provisions for claims. An LLC that has dissolved shall pay, or make reasonable operating provision to pay, all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the LLC, regardless of whether the identity of the claimant is known. If there are sufficient assets, such claims and obligations shall be paid in full, and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority, and, among claims and obligations of equal priority, ratably, to the extent of assets available for payment. Any remaining assets shall be distributed as provided in this chapter. Any receiver or custodian winding up an LLC's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved LLC by reason of the receiver's or custodian's actions in winding up the LLC.
(c) Debts incurred during winding up. All known contractual debts, obligations, and liabilities incurred in the course of winding up and terminating the LLC's affairs shall be paid or provided for by the LLC before the distribution of assets to a member or holder of financial rights. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy, before the expiration of the applicable statute of limitations, against the members, directors, managers or officers of the LLC, as applicable, who are responsible for, but who fail to cause, the LLC to pay or make provision for payment of the debts, obligations, and liabilities, or against members or holders of financial rights to the extent permitted under § 48-249-307 . This subsection (c) does not apply to dissolution, winding up or termination of the existence of the LLC under the supervision or order of a court.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-606 — TN Code / Title 48 / Chapter 101 / Section 48-101-606
Powers - Professional services
Status: in_force

(a) Except as provided in subsection (b), a professional corporation has the powers enumerated in chapter 13 of this title. (b) A professional corporation may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's charter. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-606.
(a) Except as provided in subsection (b), a professional corporation has the powers enumerated in chapter 13 of this title.
(b) A professional corporation may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's charter.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-606.
Tenn. Code Ann. § 48-202-101 — TN Code / Title 48 / Chapter 202 / Section 48-202-101
Limited liability company definitions
Status: in_force

As used in chapters 201-248 of this title, unless the context otherwise requires: (1) "Affiliate" of a specific person means a person that directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; (2) "Articles" or "articles of organization" means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. In the case of a foreign limited liability company, "articles" or "articles of incorporation" includes all documents serving a similar function required to be filed with the secretary of state or other state office of the LLC's jurisdiction of organization; (3) "Articles of conversion" means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership; (4) "Board" or "board of governors" means the board of governors of an LLC electing to be board-managed or, in the case of a foreign limited liability company, its equivalent; (5) "Board-managed" means an LLC organized pursuant to this title that elected pursuant to § 48-205-101(5) , to be governed by a board of governors; (6) "Business" includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits; (7) "Class," when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC; (8) "Confirmation of good standing" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner; (9) "Contribution agreement" means a binding agreement between a person and an LLC under which: (A) The person has an obligation to make a contribution to the LLC in the future; and (B) The LLC agrees that, if the person makes the specified contribution at the time and in the manner specified for the contribution in the future, the LLC will accept the contribution, and reflect the contribution in the required records; (10) "Contribution allowance agreement" means an agreement between a person and an LLC, under which: (A) The person has the right, but not the obligation, to make a contribution to the LLC in the future; and (B) The LLC agrees that, if the person makes the specified contribution at the time and in the manner specified for the contribution in the future, the LLC will accept the contribution, and reflect the contribution in the required records; (11) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended; (12) "Court" includes every court and judge having jurisdiction in the case; (13) "Dissolution" means that the LLC has incurred an event under § 48-245-101 ; (14) "Dissolution avoidance consent" means the consent to continue the existence and business of the LLC without dissolution, which consent is given as provided in § 48-245-101(b) by the members whose membership has not terminated or as otherwise allowed by this chapter and which consent is given after the occurrence of any event that otherwise dissolves the LLC; (15) "Distribution" means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. A distribution may be in the form of an interim distribution or a liquidation distribution; a purchase, redemption, or other acquisition of its membership interests; a distribution of indebtedness (which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the members) or otherwise; (16) "Entity" includes the following, whether foreign or domestic: LLCs; corporations; not-for-profit corporations; profit and not-for-profit unincorporated associations; business trusts; estates; general partnerships, limited partnerships, registered or unregistered limited liability partnerships or similar organizations; trusts; joint ventures; and two (2) or more persons having a joint or common economic interest; and also includes local, municipal, state, United States, and foreign governments; (17) "Financial rights" means a member's rights to: (A) Share in profits and losses as provided in § 48-220-101 ; (B) Share in distributions as provided in § 48-236-101 ; (C) Receive interim distributions as provided in § 48-236-102 ; and (D) Receive liquidation distributions as provided in § 48-245-1101 ; (18) "Foreign corporation" means a corporation for profit incorporated under a law other than the laws of this state; (19) "Foreign LLC" means an entity that is: (A) Not incorporated; (B) Organized under laws of a jurisdiction other than the laws of this jurisdiction, or under the laws of any foreign country; (C) Organized under a statute which affords to each of its members limited liability with respect to some or all of the obligations and liabilities of the entity; and (D) Is not required to be registered or organized under any statute of this state other than chapters 201-248 of this title; (20) "Governance rights" means a right to vote on one (1) or more matters and all a member's rights as a member in the LLC other than financial rights and the right to assign financial rights; (21) "Governing body" means the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation; (22) "Governor" means a natural person or entity serving on the board of governors of a board-managed LLC; (23) "Limited liability company" or "LLC" means a limited liability company, organized under chapters 201-248 of this title; (24) "Majority vote" means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter; (25) "Manager" means a person elected, appointed, or otherwise designated as a manager by the governing body, and any other person considered elected as a manager pursuant to § 48-241-106 ; (26) "Member" means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. With respect to a foreign LLC, "member" means an individual or entity recognized under the laws of the jurisdiction of organization of the foreign LLC as an owner of a governance interest (or its equivalence) in the foreign LLC; (27) "Member-managed" means an LLC organized pursuant to this title that has elected pursuant to § 48-205-101(5) to be governed by its members, without a board of governors; (28) "Membership interest" means a member's interest in an LLC consisting of a member's financial rights, a member's right to assign financial rights as provided in § 48-218-101 , a member's governance rights, and a member's right to assign governance rights as provided in § 48-218-102 . If a member has assigned some or all of its financial rights, then, with respect to that member, "membership interest" means the member's governance rights, the member's right to assign governance rights, any remaining financial rights of the member, and the member's right to assign any remaining financial rights; (29) "Notice" under this title has the meaning given it in § 48-202-102 ; (30) "Operating agreement" means a written agreement described in § 48-206-101 among the members concerning the LLC; (31) "Owners" means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities; (32) "Ownership interests" means membership interests in the case of an LLC, shares in the case of a corporation, partnership interests in the case of general or limited partnerships and the equivalent with respect to other entities; (33) "Person" includes individual and entity; (34) "Principal executive office" means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. If the LLC has no chief manager, "principal executive office" means the registered office of the LLC; (35) "Proceeding" includes civil suit and criminal, administrative, and investigatory action; (36) "Professional limited liability company" or "professional LLC" or "PLLC" has the meaning given in § 48-248-102(6) ; (37) "Registered office" means the place in this state designated in the articles as the registered office of the LLC; (38) "Representative" means a governor, manager, employee or other agent of a foreign LLC; (39) "Required records" are those records required to be maintained under § 48-228-101 ; (40) "Secretary of state" means the person who holds the office of secretary of state of Tennessee. A filing with the secretary of state occurs by a proper filing with the office of the secretary of state. An action required by the secretary of state may be performed by employees or agents of the office of the secretary of state; (41) "Series" means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class; (42) "Surviving entity" or "resulting entity" means the entity resulting from a merger; (43) "Tax clearance for termination or withdrawal" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state; (44) "Termination" means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under § 48-245-701 or is considered filed with the secretary of state under § 48-244-103 or § 48-244-104(b) ; and (45) "Written action" means a written document signed by those persons required to take the action described. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 1, 3, 4; 1999, ch. 455, §§ 1 - 3; 2000, ch. 623, § 3; 2010, ch. 741, § 25.
As used in chapters 201-248 of this title, unless the context otherwise requires:
(1) "Affiliate" of a specific person means a person that directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, the person specified;
(2) "Articles" or "articles of organization" means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. In the case of a foreign limited liability company, "articles" or "articles of incorporation" includes all documents serving a similar function required to be filed with the secretary of state or other state office of the LLC's jurisdiction of organization;
(3) "Articles of conversion" means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership;
(4) "Board" or "board of governors" means the board of governors of an LLC electing to be board-managed or, in the case of a foreign limited liability company, its equivalent;
(5) "Board-managed" means an LLC organized pursuant to this title that elected pursuant to § 48-205-101(5) , to be governed by a board of governors;
(6) "Business" includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits;
(7) "Class," when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC;
(8) "Confirmation of good standing" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner;
(9) "Contribution agreement" means a binding agreement between a person and an LLC under which: (A) The person has an obligation to make a contribution to the LLC in the future; and (B) The LLC agrees that, if the person makes the specified contribution at the time and in the manner specified for the contribution in the future, the LLC will accept the contribution, and reflect the contribution in the required records;
(A) The person has an obligation to make a contribution to the LLC in the future; and
(B) The LLC agrees that, if the person makes the specified contribution at the time and in the manner specified for the contribution in the future, the LLC will accept the contribution, and reflect the contribution in the required records;
(10) "Contribution allowance agreement" means an agreement between a person and an LLC, under which: (A) The person has the right, but not the obligation, to make a contribution to the LLC in the future; and (B) The LLC agrees that, if the person makes the specified contribution at the time and in the manner specified for the contribution in the future, the LLC will accept the contribution, and reflect the contribution in the required records;
(A) The person has the right, but not the obligation, to make a contribution to the LLC in the future; and
(B) The LLC agrees that, if the person makes the specified contribution at the time and in the manner specified for the contribution in the future, the LLC will accept the contribution, and reflect the contribution in the required records;
(11) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended;
(12) "Court" includes every court and judge having jurisdiction in the case;
(13) "Dissolution" means that the LLC has incurred an event under § 48-245-101 ;
(14) "Dissolution avoidance consent" means the consent to continue the existence and business of the LLC without dissolution, which consent is given as provided in § 48-245-101(b) by the members whose membership has not terminated or as otherwise allowed by this chapter and which consent is given after the occurrence of any event that otherwise dissolves the LLC;
(15) "Distribution" means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. A distribution may be in the form of an interim distribution or a liquidation distribution; a purchase, redemption, or other acquisition of its membership interests; a distribution of indebtedness (which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the members) or otherwise;
(16) "Entity" includes the following, whether foreign or domestic: LLCs; corporations; not-for-profit corporations; profit and not-for-profit unincorporated associations; business trusts; estates; general partnerships, limited partnerships, registered or unregistered limited liability partnerships or similar organizations; trusts; joint ventures; and two (2) or more persons having a joint or common economic interest; and also includes local, municipal, state, United States, and foreign governments;
(17) "Financial rights" means a member's rights to: (A) Share in profits and losses as provided in § 48-220-101 ; (B) Share in distributions as provided in § 48-236-101 ; (C) Receive interim distributions as provided in § 48-236-102 ; and (D) Receive liquidation distributions as provided in § 48-245-1101 ;
(A) Share in profits and losses as provided in § 48-220-101 ;
(B) Share in distributions as provided in § 48-236-101 ;
(C) Receive interim distributions as provided in § 48-236-102 ; and
(D) Receive liquidation distributions as provided in § 48-245-1101 ;
(18) "Foreign corporation" means a corporation for profit incorporated under a law other than the laws of this state;
(19) "Foreign LLC" means an entity that is: (A) Not incorporated; (B) Organized under laws of a jurisdiction other than the laws of this jurisdiction, or under the laws of any foreign country; (C) Organized under a statute which affords to each of its members limited liability with respect to some or all of the obligations and liabilities of the entity; and (D) Is not required to be registered or organized under any statute of this state other than chapters 201-248 of this title;
(A) Not incorporated;
(B) Organized under laws of a jurisdiction other than the laws of this jurisdiction, or under the laws of any foreign country;
(C) Organized under a statute which affords to each of its members limited liability with respect to some or all of the obligations and liabilities of the entity; and
(D) Is not required to be registered or organized under any statute of this state other than chapters 201-248 of this title;
(20) "Governance rights" means a right to vote on one (1) or more matters and all a member's rights as a member in the LLC other than financial rights and the right to assign financial rights;
(21) "Governing body" means the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation;
(22) "Governor" means a natural person or entity serving on the board of governors of a board-managed LLC;
(23) "Limited liability company" or "LLC" means a limited liability company, organized under chapters 201-248 of this title;
(24) "Majority vote" means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter;
(25) "Manager" means a person elected, appointed, or otherwise designated as a manager by the governing body, and any other person considered elected as a manager pursuant to § 48-241-106 ;
(26) "Member" means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. With respect to a foreign LLC, "member" means an individual or entity recognized under the laws of the jurisdiction of organization of the foreign LLC as an owner of a governance interest (or its equivalence) in the foreign LLC;
(27) "Member-managed" means an LLC organized pursuant to this title that has elected pursuant to § 48-205-101(5) to be governed by its members, without a board of governors;
(28) "Membership interest" means a member's interest in an LLC consisting of a member's financial rights, a member's right to assign financial rights as provided in § 48-218-101 , a member's governance rights, and a member's right to assign governance rights as provided in § 48-218-102 . If a member has assigned some or all of its financial rights, then, with respect to that member, "membership interest" means the member's governance rights, the member's right to assign governance rights, any remaining financial rights of the member, and the member's right to assign any remaining financial rights;
(29) "Notice" under this title has the meaning given it in § 48-202-102 ;
(30) "Operating agreement" means a written agreement described in § 48-206-101 among the members concerning the LLC;
(31) "Owners" means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities;
(32) "Ownership interests" means membership interests in the case of an LLC, shares in the case of a corporation, partnership interests in the case of general or limited partnerships and the equivalent with respect to other entities;
(33) "Person" includes individual and entity;
(34) "Principal executive office" means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. If the LLC has no chief manager, "principal executive office" means the registered office of the LLC;
(35) "Proceeding" includes civil suit and criminal, administrative, and investigatory action;
(36) "Professional limited liability company" or "professional LLC" or "PLLC" has the meaning given in § 48-248-102(6) ;
(37) "Registered office" means the place in this state designated in the articles as the registered office of the LLC;
(38) "Representative" means a governor, manager, employee or other agent of a foreign LLC;
(39) "Required records" are those records required to be maintained under § 48-228-101 ;
(40) "Secretary of state" means the person who holds the office of secretary of state of Tennessee. A filing with the secretary of state occurs by a proper filing with the office of the secretary of state. An action required by the secretary of state may be performed by employees or agents of the office of the secretary of state;
(41) "Series" means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class;
(42) "Surviving entity" or "resulting entity" means the entity resulting from a merger;
(43) "Tax clearance for termination or withdrawal" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state;
(44) "Termination" means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under § 48-245-701 or is considered filed with the secretary of state under § 48-244-103 or § 48-244-104(b) ; and
(45) "Written action" means a written document signed by those persons required to take the action described.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 1, 3, 4; 1999, ch. 455, §§ 1 - 3; 2000, ch. 623, § 3; 2010, ch. 741, § 25.
Tenn. Code Ann. § 48-14-101 — TN Code / Title 48 / Chapter 14 / Section 48-14-101
Corporate name
Status: in_force

(a) A corporate name: (1) Must contain the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," or words or abbreviations of like import in another language (provided they are written in roman characters or letters); provided, that, if such corporation is formed for the purpose of an insurance or banking business, the name of such corporation need not contain any of the aforementioned words or abbreviations. A corporation using the corporate designations "limited" or "ltd.," with such having been filed in the secretary of state's office prior to May 29, 1989, may continue to use that corporate designation until such time as it files an amendment which in any way changes its corporate name; and (2) May not contain language stating or implying that the corporation: (A) Transacts or has power to transact any business 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; (B) 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; (C) 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 (D) Is organized for a purpose other than that permitted by § 48-13-101 and its charter. (b) Except as authorized by subsection (c), the name of a domestic corporation, and the name of a foreign corporation that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, 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 or foreign 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 transact business or applying for a certificate of authority to transact business may elect to adopt an assumed corporate name that complies with the requirements of subsections (a)-(c), except that such name need not contain the corporate designations contained in subdivision (a)(1). (2) As used in chapters 11-27 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 11-27 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 and not containing the word "corporation," "incorporated," or "limited" or an abbreviation of one (1) of such words; provided, that the corporation also clearly discloses its corporate name. (3) Before transacting any business 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 11, 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 with 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 § 48-11-303(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 11, 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 transacting business 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 transact business in this state revoked. (h) Nothing in this section, or in § 48-14-102 , § 48-14-103 or § 48-25-106 , 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. Acts 1986, ch. 887, § 4.01; 1987, ch. 273, §§ 25, 26; 1989, ch. 451, § 4; 1994, ch. 868, §§ 2-5; 1997, ch. 224, § 1; 2010, ch. 743, §§ 1, 2.
(a) A corporate name: (1) Must contain the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," or words or abbreviations of like import in another language (provided they are written in roman characters or letters); provided, that, if such corporation is formed for the purpose of an insurance or banking business, the name of such corporation need not contain any of the aforementioned words or abbreviations. A corporation using the corporate designations "limited" or "ltd.," with such having been filed in the secretary of state's office prior to May 29, 1989, may continue to use that corporate designation until such time as it files an amendment which in any way changes its corporate name; and (2) May not contain language stating or implying that the corporation: (A) Transacts or has power to transact any business 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; (B) 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; (C) 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 (D) Is organized for a purpose other than that permitted by § 48-13-101 and its charter.
(1) Must contain the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," or words or abbreviations of like import in another language (provided they are written in roman characters or letters); provided, that, if such corporation is formed for the purpose of an insurance or banking business, the name of such corporation need not contain any of the aforementioned words or abbreviations. A corporation using the corporate designations "limited" or "ltd.," with such having been filed in the secretary of state's office prior to May 29, 1989, may continue to use that corporate designation until such time as it files an amendment which in any way changes its corporate name; and
(2) May not contain language stating or implying that the corporation: (A) Transacts or has power to transact any business 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; (B) 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; (C) 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 (D) Is organized for a purpose other than that permitted by § 48-13-101 and its charter.
(A) Transacts or has power to transact any business 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;
(B) 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;
(C) 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
(D) Is organized for a purpose other than that permitted by § 48-13-101 and its charter.
(b) Except as authorized by subsection (c), the name of a domestic corporation, and the name of a foreign corporation that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, 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 or foreign 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 transact business or applying for a certificate of authority to transact business may elect to adopt an assumed corporate name that complies with the requirements of subsections (a)-(c), except that such name need not contain the corporate designations contained in subdivision (a)(1). (2) As used in chapters 11-27 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 11-27 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 and not containing the word "corporation," "incorporated," or "limited" or an abbreviation of one (1) of such words; provided, that the corporation also clearly discloses its corporate name. (3) Before transacting any business 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 11, 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 with 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 § 48-11-303(a) .
(1) A domestic corporation or a foreign corporation authorized to transact business or applying for a certificate of authority to transact business may elect to adopt an assumed corporate name that complies with the requirements of subsections (a)-(c), except that such name need not contain the corporate designations contained in subdivision (a)(1).
(2) As used in chapters 11-27 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 11-27 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 and not containing the word "corporation," "incorporated," or "limited" or an abbreviation of one (1) of such words; 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 and not containing the word "corporation," "incorporated," or "limited" or an abbreviation of one (1) of such words; provided, that the corporation also clearly discloses its corporate name.
(3) Before transacting any business 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 11, 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 with 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 § 48-11-303(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 11, 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 transacting business 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 transacting business 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 transact business in this state revoked.
(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 transact business in this state revoked.
(h) Nothing in this section, or in § 48-14-102 , § 48-14-103 or § 48-25-106 , 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.
Acts 1986, ch. 887, § 4.01; 1987, ch. 273, §§ 25, 26; 1989, ch. 451, § 4; 1994, ch. 868, §§ 2-5; 1997, ch. 224, § 1; 2010, ch. 743, §§ 1, 2.
Tenn. Code Ann. § 48-101-305 — TN Code / Title 48 / Chapter 101 / Section 48-101-305
Filing of certificate of incorporation
Status: in_force

When executed and acknowledged in conformity with § 48-101-304 , the certificate of incorporation shall be filed with the secretary of state. The secretary of state shall thereupon examine the certificate of incorporation and, if the secretary of state finds that the recitals contained therein are correct, that the requirements of § 48-101-304 have been complied with, and that the name is not identical with or so nearly similar to that of another corporation already in existence in this state as to lead to confusion and uncertainty, the secretary of state shall approve the certificate of incorporation and record it in an appropriate book or record in the secretary of state's office. When such certificate has been so made, filed and approved, the applicants shall constitute a public corporation under the name set out in the certificate of incorporation. Acts 1969, ch. 333, § 5; T.C.A., §§ 48-1905, 48-3-305.
When executed and acknowledged in conformity with § 48-101-304 , the certificate of incorporation shall be filed with the secretary of state. The secretary of state shall thereupon examine the certificate of incorporation and, if the secretary of state finds that the recitals contained therein are correct, that the requirements of § 48-101-304 have been complied with, and that the name is not identical with or so nearly similar to that of another corporation already in existence in this state as to lead to confusion and uncertainty, the secretary of state shall approve the certificate of incorporation and record it in an appropriate book or record in the secretary of state's office. When such certificate has been so made, filed and approved, the applicants shall constitute a public corporation under the name set out in the certificate of incorporation.
Acts 1969, ch. 333, § 5; T.C.A., §§ 48-1905, 48-3-305.
Tenn. Code Ann. § 48-65-303 — TN Code / Title 48 / Chapter 65 / Section 48-65-303
Reinstatement following administrative revocation
Status: in_force

(a) A foreign corporation whose certificate of authority is administratively revoked under § 48-65-302 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 § 48-54-101 . (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 this determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-55-104 . (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 1987, ch. 242, § 15.32; 1989, ch. 445, § 22; 1991, ch. 188, § 10; 1999, ch. 117, § 2; 2000, ch. 572, § 2; 2010, ch. 741, §§ 22, 23; 2011, ch. 99, § 4.
(a) A foreign corporation whose certificate of authority is administratively revoked under § 48-65-302 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 § 48-54-101 .
(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 § 48-54-101 .
(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 this determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-55-104 . (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 this determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-55-104 .
(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 1987, ch. 242, § 15.32; 1989, ch. 445, § 22; 1991, ch. 188, § 10; 1999, ch. 117, § 2; 2000, ch. 572, § 2; 2010, ch. 741, §§ 22, 23; 2011, ch. 99, § 4.