Tenn. Code Ann. § 48-51-201 — TN Code / Title 48 / Chapter 51 / Section 48-51-201
Definitions for chapters 51 through 68
Status: in_force

As used in chapters 51-68 of this title, unless the context otherwise requires: (1) "Approved by (or approval by) the members" means approved or ratified by affirmative votes that exceed the number of negative votes represented and voting at a duly held meeting at which a quorum is present or by a written ballot or written consent in conformity with chapters 51-68 of this title or by the affirmative vote, written ballot or written consent of such greater proportions, including the votes of all the members of any class, unit or grouping as may be provided in the charter, bylaws or chapters 51-68 of this title for any specified member action; (2) "Board" or "board of directors" means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to § 48-58-101 ; (3) "Bylaws" means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated; (4) "Charitable purpose" means a purpose that: (A) Would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under Section 501(c)(3) of the Internal Revenue Code; (B) Is for the public benefit; or (C) Is considered charitable under law in this state other than in chapters 51-68 of this title; (5) "Charter" includes amended and restated charters and articles of merger; (6) "Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly; (7) "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 a domestic or foreign corporation is current on all taxes and penalties to the satisfaction of the commissioner; (8) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined is "conspicuous"; (9) "Corporation" or "domestic corporation" means a public benefit or mutual benefit corporation which is not a foreign corporation, incorporated under or subject to chapters 51-68 of this title; (10) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters; (11) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, or electronic transmission, except that delivery to the attorney general and reporter means actual receipt by the attorney general; (12) "Directors" means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described; (13) "Distribution" means the direct or indirect transfer of assets or any part of the income or profit of a corporation, to its members, directors or officers. "Distribution" does not include: (A) The payment of compensation in a reasonable amount and the reimbursement of reasonable expenses to its members, directors, or officers for services rendered; (B) Conferring benefits on its members in conformity with its purposes; (C) Repayment of debt obligations in the normal and ordinary course of conducting activities; (D) The incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for or on behalf of a member, director or officer; (E) A sale on credit in the ordinary course of business or a life insurance policy loan; or (F) Any item in § 48-58-303(c) ; (14) "Document" means: (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument; or (B) An electronic record; (15) "Effective date of notice," has the same meaning as provided in § 48-51-202 ; (16) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; (17) "Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with § 48-51-202 ; (18) "Electronic transmission" or "electronically transmitted" means any form or process of communication not directly involving physical transfer of paper or another tangible medium that is: (A) Suitable for the retention, retrieval, and reproduction of information by the recipient; and (B) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with § 48-51-202 ( l ); (19) "Emergency" exists when a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event; (20) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee; (21) "Entity" includes domestic and foreign business corporation; domestic and foreign nonprofit corporation; estate; trust; business trust, partnership, and two (2) or more persons having a joint or common economic interest; domestic and foreign unincorporated entity; and this state, United States and foreign government; (22) "Foreign corporation" means a nonprofit corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if formed under the laws of this state; (23) "Governmental subdivision" includes authority, county, district and municipality; (24) "Healthcare sharing ministry" means a nonprofit corporation that: (A) Is tax-exempt under the Internal Revenue Code of 1986 (26 U.S.C.); (B) Limits its participants to those members who share a common set of ethical or religious beliefs; (C) Acts as a facilitator among participants who have financial or medical needs to assist those with financial or medical needs in accordance with criteria established by the healthcare sharing ministry; (D) Provides for the financial or medical needs of a participant through contributions from other participants; (E) Provides amounts that participants may contribute with no assumption of risk or promise to pay among the participants, and no assumption of risk or promise to pay by the healthcare sharing ministry to the participants; (F) Provides monthly to the participants the total dollar amount of qualified needs actually shared during the previous month in accordance with criteria established by the healthcare sharing ministry; (G) Conducts an annual audit that is performed by an independent certified public accounting firm in accordance with generally accepted accounting principles and that is made available to the public by providing a copy upon request or by posting on the organization's website; and (H) Provides a written disclaimer on or accompanying all applications and guideline materials distributed by or on behalf of the organization that is substantially similar to the following: Notice: The organization facilitating the sharing of medical expenses is not an insurance company, and neither its guidelines nor plan of operation is an insurance policy. Whether anyone chooses to assist you with your medical bills will be totally voluntary because no other participant will be compelled by law to contribute toward your medical bills. As such, participation in the organization or a subscription to any of its documents should never be considered to be insurance. Regardless of whether you receive any payments for medical expenses or whether this organization continues to operate, you are always personally responsible for the payment of your own medical bills; (25) "Includes" denotes a partial definition; (26) "Individual" includes the estate of an incompetent or deceased individual; (27) "Interest" means either or both of the following rights under the organic law of an unincorporated entity: (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or (B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs; (28) "Interest holder" means a person who holds of record an interest; (29) "Means" denotes an exhaustive definition; (30) (A) "Member" means, without regard to what a person is called in the charter or bylaws, any person who on more than one (1) occasion, pursuant to a provision of a corporation's charter or bylaws, has the right to vote for the election or appointment of a director or directors; (B) A person is not a member by virtue of any of the following: (i) Any rights such person has as a delegate; (ii) Any rights such person has to designate a director or directors; (iii) Any rights such person has to appoint a director or directors of a public benefit corporation; or (iv) Any rights such person has as a director; (31) "Membership" means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title; (32) "Month" means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month; (33) "Mutual benefit corporation" means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to § 48-68-104 or is formed as a mutual benefit corporation pursuant to chapter 52 of this title; (34) "Notice," has the same meaning as provided in § 48-51-202 ; (35) "Organic document" means a public organic document or a private organic document; (36) "Organic law" means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity; (37) "Person" includes individual and entity; (38) "Principal office" means the office (in or out of this state) so designated in the charter or certificate of authority where the principal executive offices of a domestic or foreign corporation are located; (39) "Private organic document" means any document, other than the public organic document, if any, that determines the internal governance of an unincorporated entity; where a private organic document has been amended or restated, "private organic document" means the private organic document as last amended or restated; (40) "Proceeding" includes civil suit and criminal, administrative, and investigatory action; (41) "Public benefit corporation" means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to § 48-68-104 or is formed as a public benefit corporation pursuant to chapter 52 of this title; (42) "Public organic document" means the document, if any, that is filed of public record to create an unincorporated entity; where a public organic document has been amended or restated, "public organic document" means the public organic document as last amended or restated; (43) "Record date" means the date established under chapter 56 or 57 of this title on which a corporation determines the identity of its members for purposes of chapters 51-68 of this title; (44) "Religious corporation" means a public benefit or mutual benefit corporation organized and operating primarily or exclusively for religious purposes; (45) "Share" means the unit into which the proprietary interests in a corporation are divided; (46) "Sign" or "signature" means, with present intent to authenticate or adopt a document: (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (B) To attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission; (47) "State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States; (48) "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 a domestic or foreign corporation 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; (49) "Unincorporated entity" means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government; "unincorporated entity" includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association; (50) "United States" includes district, authority, bureau, commission, department and any other agency of the United States; and (51) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. When a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors. Amended by 2024 Tenn. Acts, ch. 526,s 2, eff. 3/7/2024. Amended by 2015 Tenn. Acts, ch. 60, s 6, eff. 4/6/2015. Amended by 2014 Tenn. Acts, ch. 899, Secs.s 2, s 3, s 4, s 5, s 6, s 7 eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899, s 1, eff. 1/1/2015. Acts 1987, ch. 242, § 1.20; 2010 , ch. 741, § 13.
As used in chapters 51-68 of this title, unless the context otherwise requires:
(1) "Approved by (or approval by) the members" means approved or ratified by affirmative votes that exceed the number of negative votes represented and voting at a duly held meeting at which a quorum is present or by a written ballot or written consent in conformity with chapters 51-68 of this title or by the affirmative vote, written ballot or written consent of such greater proportions, including the votes of all the members of any class, unit or grouping as may be provided in the charter, bylaws or chapters 51-68 of this title for any specified member action;
(2) "Board" or "board of directors" means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to § 48-58-101 ;
(3) "Bylaws" means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;
(4) "Charitable purpose" means a purpose that: (A) Would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under Section 501(c)(3) of the Internal Revenue Code; (B) Is for the public benefit; or (C) Is considered charitable under law in this state other than in chapters 51-68 of this title;
(A) Would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under Section 501(c)(3) of the Internal Revenue Code;
(B) Is for the public benefit; or
(C) Is considered charitable under law in this state other than in chapters 51-68 of this title;
(5) "Charter" includes amended and restated charters and articles of merger;
(6) "Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly;
(7) "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 a domestic or foreign corporation is current on all taxes and penalties to the satisfaction of the commissioner;
(8) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined is "conspicuous";
(9) "Corporation" or "domestic corporation" means a public benefit or mutual benefit corporation which is not a foreign corporation, incorporated under or subject to chapters 51-68 of this title;
(10) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;
(11) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, or electronic transmission, except that delivery to the attorney general and reporter means actual receipt by the attorney general;
(12) "Directors" means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described;
(13) "Distribution" means the direct or indirect transfer of assets or any part of the income or profit of a corporation, to its members, directors or officers. "Distribution" does not include: (A) The payment of compensation in a reasonable amount and the reimbursement of reasonable expenses to its members, directors, or officers for services rendered; (B) Conferring benefits on its members in conformity with its purposes; (C) Repayment of debt obligations in the normal and ordinary course of conducting activities; (D) The incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for or on behalf of a member, director or officer; (E) A sale on credit in the ordinary course of business or a life insurance policy loan; or (F) Any item in § 48-58-303(c) ;
(A) The payment of compensation in a reasonable amount and the reimbursement of reasonable expenses to its members, directors, or officers for services rendered;
(B) Conferring benefits on its members in conformity with its purposes;
(C) Repayment of debt obligations in the normal and ordinary course of conducting activities;
(D) The incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for or on behalf of a member, director or officer;
(E) A sale on credit in the ordinary course of business or a life insurance policy loan; or
(F) Any item in § 48-58-303(c) ;
(14) "Document" means: (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument; or (B) An electronic record;
(A) Any tangible medium on which information is inscribed, and includes any writing or written instrument; or
(B) An electronic record;
(15) "Effective date of notice," has the same meaning as provided in § 48-51-202 ;
(16) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;
(17) "Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with § 48-51-202 ;
(18) "Electronic transmission" or "electronically transmitted" means any form or process of communication not directly involving physical transfer of paper or another tangible medium that is: (A) Suitable for the retention, retrieval, and reproduction of information by the recipient; and (B) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with § 48-51-202 ( l );
(A) Suitable for the retention, retrieval, and reproduction of information by the recipient; and
(B) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with § 48-51-202 ( l );
(19) "Emergency" exists when a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event;
(20) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee;
(21) "Entity" includes domestic and foreign business corporation; domestic and foreign nonprofit corporation; estate; trust; business trust, partnership, and two (2) or more persons having a joint or common economic interest; domestic and foreign unincorporated entity; and this state, United States and foreign government;
(22) "Foreign corporation" means a nonprofit corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if formed under the laws of this state;
(23) "Governmental subdivision" includes authority, county, district and municipality;
(24) "Healthcare sharing ministry" means a nonprofit corporation that: (A) Is tax-exempt under the Internal Revenue Code of 1986 (26 U.S.C.); (B) Limits its participants to those members who share a common set of ethical or religious beliefs; (C) Acts as a facilitator among participants who have financial or medical needs to assist those with financial or medical needs in accordance with criteria established by the healthcare sharing ministry; (D) Provides for the financial or medical needs of a participant through contributions from other participants; (E) Provides amounts that participants may contribute with no assumption of risk or promise to pay among the participants, and no assumption of risk or promise to pay by the healthcare sharing ministry to the participants; (F) Provides monthly to the participants the total dollar amount of qualified needs actually shared during the previous month in accordance with criteria established by the healthcare sharing ministry; (G) Conducts an annual audit that is performed by an independent certified public accounting firm in accordance with generally accepted accounting principles and that is made available to the public by providing a copy upon request or by posting on the organization's website; and (H) Provides a written disclaimer on or accompanying all applications and guideline materials distributed by or on behalf of the organization that is substantially similar to the following: Notice: The organization facilitating the sharing of medical expenses is not an insurance company, and neither its guidelines nor plan of operation is an insurance policy. Whether anyone chooses to assist you with your medical bills will be totally voluntary because no other participant will be compelled by law to contribute toward your medical bills. As such, participation in the organization or a subscription to any of its documents should never be considered to be insurance. Regardless of whether you receive any payments for medical expenses or whether this organization continues to operate, you are always personally responsible for the payment of your own medical bills;
(A) Is tax-exempt under the Internal Revenue Code of 1986 (26 U.S.C.);
(B) Limits its participants to those members who share a common set of ethical or religious beliefs;
(C) Acts as a facilitator among participants who have financial or medical needs to assist those with financial or medical needs in accordance with criteria established by the healthcare sharing ministry;
(D) Provides for the financial or medical needs of a participant through contributions from other participants;
(E) Provides amounts that participants may contribute with no assumption of risk or promise to pay among the participants, and no assumption of risk or promise to pay by the healthcare sharing ministry to the participants;
(F) Provides monthly to the participants the total dollar amount of qualified needs actually shared during the previous month in accordance with criteria established by the healthcare sharing ministry;
(G) Conducts an annual audit that is performed by an independent certified public accounting firm in accordance with generally accepted accounting principles and that is made available to the public by providing a copy upon request or by posting on the organization's website; and
(H) Provides a written disclaimer on or accompanying all applications and guideline materials distributed by or on behalf of the organization that is substantially similar to the following: Notice: The organization facilitating the sharing of medical expenses is not an insurance company, and neither its guidelines nor plan of operation is an insurance policy. Whether anyone chooses to assist you with your medical bills will be totally voluntary because no other participant will be compelled by law to contribute toward your medical bills. As such, participation in the organization or a subscription to any of its documents should never be considered to be insurance. Regardless of whether you receive any payments for medical expenses or whether this organization continues to operate, you are always personally responsible for the payment of your own medical bills;
Notice: The organization facilitating the sharing of medical expenses is not an insurance company, and neither its guidelines nor plan of operation is an insurance policy. Whether anyone chooses to assist you with your medical bills will be totally voluntary because no other participant will be compelled by law to contribute toward your medical bills. As such, participation in the organization or a subscription to any of its documents should never be considered to be insurance. Regardless of whether you receive any payments for medical expenses or whether this organization continues to operate, you are always personally responsible for the payment of your own medical bills;
(25) "Includes" denotes a partial definition;
(26) "Individual" includes the estate of an incompetent or deceased individual;
(27) "Interest" means either or both of the following rights under the organic law of an unincorporated entity: (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or (B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;
(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
(B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;
(28) "Interest holder" means a person who holds of record an interest;
(29) "Means" denotes an exhaustive definition;
(30) (A) "Member" means, without regard to what a person is called in the charter or bylaws, any person who on more than one (1) occasion, pursuant to a provision of a corporation's charter or bylaws, has the right to vote for the election or appointment of a director or directors; (B) A person is not a member by virtue of any of the following: (i) Any rights such person has as a delegate; (ii) Any rights such person has to designate a director or directors; (iii) Any rights such person has to appoint a director or directors of a public benefit corporation; or (iv) Any rights such person has as a director;
(A) "Member" means, without regard to what a person is called in the charter or bylaws, any person who on more than one (1) occasion, pursuant to a provision of a corporation's charter or bylaws, has the right to vote for the election or appointment of a director or directors;
(B) A person is not a member by virtue of any of the following: (i) Any rights such person has as a delegate; (ii) Any rights such person has to designate a director or directors; (iii) Any rights such person has to appoint a director or directors of a public benefit corporation; or (iv) Any rights such person has as a director;
(i) Any rights such person has as a delegate;
(ii) Any rights such person has to designate a director or directors;
(iii) Any rights such person has to appoint a director or directors of a public benefit corporation; or
(iv) Any rights such person has as a director;
(31) "Membership" means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;
(32) "Month" means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month;
(33) "Mutual benefit corporation" means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to § 48-68-104 or is formed as a mutual benefit corporation pursuant to chapter 52 of this title;
(34) "Notice," has the same meaning as provided in § 48-51-202 ;
(35) "Organic document" means a public organic document or a private organic document;
(36) "Organic law" means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity;
(37) "Person" includes individual and entity;
(38) "Principal office" means the office (in or out of this state) so designated in the charter or certificate of authority where the principal executive offices of a domestic or foreign corporation are located;
(39) "Private organic document" means any document, other than the public organic document, if any, that determines the internal governance of an unincorporated entity; where a private organic document has been amended or restated, "private organic document" means the private organic document as last amended or restated;
(40) "Proceeding" includes civil suit and criminal, administrative, and investigatory action;
(41) "Public benefit corporation" means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to § 48-68-104 or is formed as a public benefit corporation pursuant to chapter 52 of this title;
(42) "Public organic document" means the document, if any, that is filed of public record to create an unincorporated entity; where a public organic document has been amended or restated, "public organic document" means the public organic document as last amended or restated;
(43) "Record date" means the date established under chapter 56 or 57 of this title on which a corporation determines the identity of its members for purposes of chapters 51-68 of this title;
(44) "Religious corporation" means a public benefit or mutual benefit corporation organized and operating primarily or exclusively for religious purposes;
(45) "Share" means the unit into which the proprietary interests in a corporation are divided;
(46) "Sign" or "signature" means, with present intent to authenticate or adopt a document: (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (B) To attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission;
(A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or
(B) To attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission;
(47) "State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States;
(48) "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 a domestic or foreign corporation 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;
(49) "Unincorporated entity" means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government; "unincorporated entity" includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association;
(50) "United States" includes district, authority, bureau, commission, department and any other agency of the United States; and
(51) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. When a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
Amended by 2024 Tenn. Acts, ch. 526,s 2, eff. 3/7/2024.
Amended by 2015 Tenn. Acts, ch. 60, s 6, eff. 4/6/2015.
Amended by 2014 Tenn. Acts, ch. 899, Secs.s 2, s 3, s 4, s 5, s 6, s 7 eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899, s 1, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.20; 2010 , ch. 741, § 13.
Tenn. Code Ann. § 48-17-302 — TN Code / Title 48 / Chapter 17 / Section 48-17-302
Shareholders' agreements
Status: in_force

(a) An agreement between two (2) or more shareholders, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the shares held 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. Nothing in this subsection (a) shall impair the right of the corporation to treat the shareholders of record as entitled to vote the shares standing in their names. A voting agreement created under this section is not subject to § 48-17-301 and may be specifically enforced. (b) No written agreement to which all or less than all the shareholders have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to the management of its business or to the division of its profits or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the business of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between partners. (c) A transferee of shares in a corporation whose shareholders have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement if the transferee takes the shares with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or back of the certificate or certificates representing such shares. (d) The effect of any agreement authorized by subsection (b) shall be to relieve the directors and impose upon the shareholders assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement. Acts 1986, ch. 887, § 7.31; 1994, ch. 776, §§ 29, 30.
(a) An agreement between two (2) or more shareholders, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the shares held 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. Nothing in this subsection (a) shall impair the right of the corporation to treat the shareholders of record as entitled to vote the shares standing in their names. A voting agreement created under this section is not subject to § 48-17-301 and may be specifically enforced.
(b) No written agreement to which all or less than all the shareholders have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to the management of its business or to the division of its profits or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the business of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between partners.
(c) A transferee of shares in a corporation whose shareholders have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement if the transferee takes the shares with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or back of the certificate or certificates representing such shares.
(d) The effect of any agreement authorized by subsection (b) shall be to relieve the directors and impose upon the shareholders assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement.
Acts 1986, ch. 887, § 7.31; 1994, ch. 776, §§ 29, 30.
Tenn. Code Ann. § 48-18-201 — TN Code / Title 48 / Chapter 18 / Section 48-18-201
Meetings
Status: in_force

(a) The board of directors may hold regular or special meetings in or out of this state. Unless the bylaws otherwise provide, special meetings of the board of directors may be called by the chair of the board, the president, or any two (2) directors. (b) Unless the charter or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Acts 1986, ch. 887, § 8.20.
(a) The board of directors may hold regular or special meetings in or out of this state. Unless the bylaws otherwise provide, special meetings of the board of directors may be called by the chair of the board, the president, or any two (2) directors.
(b) Unless the charter or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Acts 1986, ch. 887, § 8.20.
Tenn. Code Ann. § 48-16-201 — TN Code / Title 48 / Chapter 16 / Section 48-16-201
Subscription for shares
Status: in_force

(a) A subscription for shares entered into before incorporation shall be in writing, and any such subscription shall be irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber. (e) A subscription agreement entered into after incorporation shall be in writing and is a contract between the subscriber and the corporation subject to § 48-16-202 . Acts 1986, ch. 887, § 6.20.
(a) A subscription for shares entered into before incorporation shall be in writing, and any such subscription shall be irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation shall be in writing and is a contract between the subscriber and the corporation subject to § 48-16-202 .
Acts 1986, ch. 887, § 6.20.
Tenn. Code Ann. § 48-17-103 — TN Code / Title 48 / Chapter 17 / Section 48-17-103
Court-ordered meeting
Status: in_force

(a) A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of: (1) Any shareholder of the corporation entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (2) A shareholder who signed a demand for a special meeting valid under § 48-17-102 , if: (A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters) and enter other orders necessary to accomplish the purpose or purposes of the meeting. Acts 1986, ch. 887, § 7.03; 1987, ch. 273, § 31.
(a) A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of: (1) Any shareholder of the corporation entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (2) A shareholder who signed a demand for a special meeting valid under § 48-17-102 , if: (A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice.
(1) Any shareholder of the corporation entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(2) A shareholder who signed a demand for a special meeting valid under § 48-17-102 , if: (A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice.
(A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or
(B) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters) and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Acts 1986, ch. 887, § 7.03; 1987, ch. 273, § 31.
Tenn. Code Ann. § 48-66-203 — TN Code / Title 48 / Chapter 66 / Section 48-66-203
Annual report for secretary of state
Status: in_force

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state an annual report that sets forth: (1) The name of the corporation and the state or country under whose law it is incorporated; (2) The street address, including the zip code, of its registered office, the county in which the office is located, and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States Postal Service does not deliver to the principal office); (4) The names and business addresses, including the zip code, of its directors and principal officers; provided, that corporations which are exempt from the payment of income tax under § 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ) and are currently operating shall not be required to comply with this subdivision (a)(4); (5) If a domestic corporation, a statement that the corporation is a public benefit corporation or a mutual benefit corporation; (6) If a foreign corporation, a statement whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation; (7) If a domestic religious corporation, a statement to that effect; and (8) The federal employer identification number (FEIN) of the corporation, or its corporation control number as assigned by the secretary of state. (b) The information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation. An annual report of a domestic corporation that sets forth a change of the principal office of the domestic corporation shall be deemed to be an amendment to the charter of the domestic corporation, and the domestic corporation shall not be required to take any further action to amend the charter of the domestic corporation under chapter 60 of this title with respect to such amendment. An annual report of a foreign corporation that sets forth a change of the principal executive office of the foreign corporation shall be deemed to be an amendment to the certificate of authority of the foreign corporation, and the foreign corporation shall not be required to take any further action to amend the certificate of authority of the foreign corporation under § 48-65-104 with respect to such amendment. An annual report of a domestic or foreign corporation that sets forth a change of the registered office or registered agent of the domestic or foreign corporation shall be deemed to be a statement of change for purposes of §§ 48-55-102 and 48-65-108 , respectively, and the domestic or foreign corporation shall not be required to take any further action under §§ 48-55-102 and 48-65-108 , respectively, with respect to such change. (c) Every corporation shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the corporation's fiscal year, or upon a date set by rule by the secretary of state, if a domestic corporation or a foreign corporation. (d) The secretary of state shall make a report to the commissioner of revenue, by the fifteenth day of each month, of any and all new corporations that have been licensed or authorized to operate in the state during the preceding month, giving the name and address of each new corporation, foreign or domestic. (e) The secretary of state shall furnish the commissioner of revenue, by the fifteenth day of each month, a list of all corporations that have surrendered their charters, have had their charters revoked, or have ceased to do business in the state during the preceding month. Amended by 2020 Tenn. Acts, ch. 719, s 11, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 899, Secs.s 90, s 91 eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899, s 89, eff. 1/1/2015. Acts 1987, ch. 242, § 16.22; 1989, ch. 445, §§ 24, 25; 1990, ch. 848, §§ 3-5; 1991, ch. 188, § 14.
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state an annual report that sets forth: (1) The name of the corporation and the state or country under whose law it is incorporated; (2) The street address, including the zip code, of its registered office, the county in which the office is located, and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States Postal Service does not deliver to the principal office); (4) The names and business addresses, including the zip code, of its directors and principal officers; provided, that corporations which are exempt from the payment of income tax under § 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ) and are currently operating shall not be required to comply with this subdivision (a)(4); (5) If a domestic corporation, a statement that the corporation is a public benefit corporation or a mutual benefit corporation; (6) If a foreign corporation, a statement whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation; (7) If a domestic religious corporation, a statement to that effect; and (8) The federal employer identification number (FEIN) of the corporation, or its corporation control number as assigned by the secretary of state.
(1) The name of the corporation and the state or country under whose law it is incorporated;
(2) The street address, including the zip code, of its registered office, the county in which the office is located, and the name of its registered agent at that office in this state;
(3) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States Postal Service does not deliver to the principal office);
(4) The names and business addresses, including the zip code, of its directors and principal officers; provided, that corporations which are exempt from the payment of income tax under § 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ) and are currently operating shall not be required to comply with this subdivision (a)(4);
(5) If a domestic corporation, a statement that the corporation is a public benefit corporation or a mutual benefit corporation;
(6) If a foreign corporation, a statement whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation;
(7) If a domestic religious corporation, a statement to that effect; and
(8) The federal employer identification number (FEIN) of the corporation, or its corporation control number as assigned by the secretary of state.
(b) The information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation. An annual report of a domestic corporation that sets forth a change of the principal office of the domestic corporation shall be deemed to be an amendment to the charter of the domestic corporation, and the domestic corporation shall not be required to take any further action to amend the charter of the domestic corporation under chapter 60 of this title with respect to such amendment. An annual report of a foreign corporation that sets forth a change of the principal executive office of the foreign corporation shall be deemed to be an amendment to the certificate of authority of the foreign corporation, and the foreign corporation shall not be required to take any further action to amend the certificate of authority of the foreign corporation under § 48-65-104 with respect to such amendment. An annual report of a domestic or foreign corporation that sets forth a change of the registered office or registered agent of the domestic or foreign corporation shall be deemed to be a statement of change for purposes of §§ 48-55-102 and 48-65-108 , respectively, and the domestic or foreign corporation shall not be required to take any further action under §§ 48-55-102 and 48-65-108 , respectively, with respect to such change.
(c) Every corporation shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the corporation's fiscal year, or upon a date set by rule by the secretary of state, if a domestic corporation or a foreign corporation.
(d) The secretary of state shall make a report to the commissioner of revenue, by the fifteenth day of each month, of any and all new corporations that have been licensed or authorized to operate in the state during the preceding month, giving the name and address of each new corporation, foreign or domestic.
(e) The secretary of state shall furnish the commissioner of revenue, by the fifteenth day of each month, a list of all corporations that have surrendered their charters, have had their charters revoked, or have ceased to do business in the state during the preceding month.
Amended by 2020 Tenn. Acts, ch. 719, s 11, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 899, Secs.s 90, s 91 eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899, s 89, eff. 1/1/2015.
Acts 1987, ch. 242, § 16.22; 1989, ch. 445, §§ 24, 25; 1990, ch. 848, §§ 3-5; 1991, ch. 188, § 14.
Tenn. Code Ann. § 48-61-112 — TN Code / Title 48 / Chapter 61 / Section 48-61-112
Articles of entity conversion
Status: in_force

(a) After the conversion of a domestic nonprofit corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the survivor; (2) State the type of unincorporated entity that the survivor will be; (3) Set forth a statement that the plan of entity conversion was duly approved by the members in the manner required by this chapter and the charter; (4) If the survivor is a filing entity, have attached the applicable public organic document; except that provisions that would not be required to be included in a restated public organic document may be omitted; and (5) If the corporation is a public benefit corporation, have a statement that notice of the plan of entity conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of entity conversion was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter. (b) After the conversion of a domestic unincorporated entity to a domestic nonprofit corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-54-101 ; (2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity; and (3) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic nonprofit corporation may be omitted. (c) After the conversion of a foreign unincorporated entity to a domestic nonprofit corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-54-101 ; (2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction; (3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and (4) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic nonprofit corporation may be omitted. (d) The articles of entity conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-51-304 . Articles of entity conversion filed under subsection (a) or (b) may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this section and the other organic law. The public organic document required by subsection (a) to be attached shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. A filing fee for the public organic document shall be paid to the secretary of state in the amount specified for such public organic document by the applicable law governing the formation of such domestic unincorporated entity. The charter required by subsection (b) or (c) to be attached shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. A filing fee for the charter shall be paid in accordance with § 48-51-303 . (e) If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to chapter 65 of this title, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) After the conversion of a domestic nonprofit corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the survivor; (2) State the type of unincorporated entity that the survivor will be; (3) Set forth a statement that the plan of entity conversion was duly approved by the members in the manner required by this chapter and the charter; (4) If the survivor is a filing entity, have attached the applicable public organic document; except that provisions that would not be required to be included in a restated public organic document may be omitted; and (5) If the corporation is a public benefit corporation, have a statement that notice of the plan of entity conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of entity conversion was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.
(1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the survivor;
(2) State the type of unincorporated entity that the survivor will be;
(3) Set forth a statement that the plan of entity conversion was duly approved by the members in the manner required by this chapter and the charter;
(4) If the survivor is a filing entity, have attached the applicable public organic document; except that provisions that would not be required to be included in a restated public organic document may be omitted; and
(5) If the corporation is a public benefit corporation, have a statement that notice of the plan of entity conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either: (A) The plan of entity conversion was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.
(A) The plan of entity conversion was approved by order of a court of record of this state; or
(B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.
(b) After the conversion of a domestic unincorporated entity to a domestic nonprofit corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-54-101 ; (2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity; and (3) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic nonprofit corporation may be omitted.
(1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-54-101 ;
(2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity; and
(3) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic nonprofit corporation may be omitted.
(c) After the conversion of a foreign unincorporated entity to a domestic nonprofit corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-54-101 ; (2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction; (3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and (4) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic nonprofit corporation may be omitted.
(1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-54-101 ;
(2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction;
(3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and
(4) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic nonprofit corporation may be omitted.
(d) The articles of entity conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-51-304 . Articles of entity conversion filed under subsection (a) or (b) may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this section and the other organic law. The public organic document required by subsection (a) to be attached shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. A filing fee for the public organic document shall be paid to the secretary of state in the amount specified for such public organic document by the applicable law governing the formation of such domestic unincorporated entity. The charter required by subsection (b) or (c) to be attached shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. A filing fee for the charter shall be paid in accordance with § 48-51-303 .
(e) If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to chapter 65 of this title, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-65-305 — TN Code / Title 48 / Chapter 65 / Section 48-65-305
Certificate of withdrawal following administrative revocation
Status: in_force

(a) When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administrative revocation of the certificate of authority. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in its mailing address. (b) The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state. (c) The secretary of state shall not file an application for a certificate of withdrawal following administrative revocation unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation. (d) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (a). Acts 1989, ch. 445, § 23; 2010, ch. 741, § 24.
(a) When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administrative revocation of the certificate of authority. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in its mailing address.
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5) A commitment to notify the secretary of state in the future of any change in its mailing address.
(b) The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.
(c) The secretary of state shall not file an application for a certificate of withdrawal following administrative revocation unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.
(d) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (a).
Acts 1989, ch. 445, § 23; 2010, ch. 741, § 24.
Tenn. Code Ann. § 48-103-104 — TN Code / Title 48 / Chapter 103 / Section 48-103-104
Registration of takeover offers
Status: in_force

(a) It is unlawful for any person to make a takeover offer involving an offeree company or to acquire any equity security of an offeree company pursuant to a takeover offer, unless such offer is effective under this part or is exempted by rule or order of the commissioner. Before a takeover offer can become effective under this part, the offeror shall file with the commissioner a registration statement containing the information prescribed in subsection (b) and, not later than the date of filing the registration statement, send a copy of the registration statement by certified mail to the offeree company at its principal office and publicly disclose the material terms of the proposed offer. (b) The registration statement shall be filed on forms prescribed by the commissioner and shall be accompanied by the consent to service of process specified in § 48-103-107 , and the filing fee specified in § 48-103-109 , and shall contain the following information and such additional information as the commissioner by rule or order prescribes: (1) The identity and background of all persons by whom or on whose behalf the acquisition of any equity security of the offeree company has been or is to be effected; (2) The course and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the offeree company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, if the person filing such statement so requests, the name of the bank shall not be made available to the public; (3) If the purpose of the acquisition is to gain control of the offeree company, a statement of any plans or proposals which such person has, upon gaining control, to liquidate the offeree company, relocate any operations of the company, sell its assets, effect its merger or consolidation, or make any other changes in its business, corporate structure, management or personnel; (4) The number of shares or units of any equity security of the offeree company of which each such person and each associate of such person and each person included as an offeror is the beneficial owner or which each such person has a right to acquire, directly or indirectly, together with the name and address of each such person; (5) Material information as to any contracts, arrangements or understanding with any person with respect to any equity security of the offeree company, including transfers of any equity security, joint ventures, loan or option agreements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understanding have been entered into; (6) Material information concerning the organization and operations of any offeror which is a corporation, including the year, form and jurisdiction of its organization, a description of the business done by the offeror and any material changes therein during the past three (3) years, a description of each class of the offeror's capital stock and its long-term debt, a description of the location and character of the principal properties of the offeror and its subsidiaries, a description of any pending legal or administrative proceedings which is material to the offer in which the offeror or any of its subsidiaries is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and financial statements of the offeror for its three (3) most recent annual accounting periods and most recent quarterly period; (7) Material information concerning the identity and background of any offeror who is not a corporation, including the offeror's material business activities and affiliations during the past three (3) years, such financial statements of the offeror as may be prescribed by rule or order of the commissioner, and a description of any material pending legal or administrative proceedings in which the offeror is a party; and (8) Three (3) copies of the proposed takeover offer, including all material terms thereof, in the form proposed to be published, sent or delivered to offerees. (c) The commissioner may require the offeror to file any other documents, exhibits and information that the commissioner deems material to the takeover offer, and the commissioner may permit the omission of any of the information specified in subsection (b) if the commissioner determines that such information is not required for the protection of offerees. Acts 1976, ch. 536, § 2; T.C.A., § 48-2104; Acts 1985, ch. 361, §§ 3-7; T.C.A., §§ 48-5-104, 48-35-104.
(a) It is unlawful for any person to make a takeover offer involving an offeree company or to acquire any equity security of an offeree company pursuant to a takeover offer, unless such offer is effective under this part or is exempted by rule or order of the commissioner. Before a takeover offer can become effective under this part, the offeror shall file with the commissioner a registration statement containing the information prescribed in subsection (b) and, not later than the date of filing the registration statement, send a copy of the registration statement by certified mail to the offeree company at its principal office and publicly disclose the material terms of the proposed offer.
(b) The registration statement shall be filed on forms prescribed by the commissioner and shall be accompanied by the consent to service of process specified in § 48-103-107 , and the filing fee specified in § 48-103-109 , and shall contain the following information and such additional information as the commissioner by rule or order prescribes: (1) The identity and background of all persons by whom or on whose behalf the acquisition of any equity security of the offeree company has been or is to be effected; (2) The course and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the offeree company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, if the person filing such statement so requests, the name of the bank shall not be made available to the public; (3) If the purpose of the acquisition is to gain control of the offeree company, a statement of any plans or proposals which such person has, upon gaining control, to liquidate the offeree company, relocate any operations of the company, sell its assets, effect its merger or consolidation, or make any other changes in its business, corporate structure, management or personnel; (4) The number of shares or units of any equity security of the offeree company of which each such person and each associate of such person and each person included as an offeror is the beneficial owner or which each such person has a right to acquire, directly or indirectly, together with the name and address of each such person; (5) Material information as to any contracts, arrangements or understanding with any person with respect to any equity security of the offeree company, including transfers of any equity security, joint ventures, loan or option agreements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understanding have been entered into; (6) Material information concerning the organization and operations of any offeror which is a corporation, including the year, form and jurisdiction of its organization, a description of the business done by the offeror and any material changes therein during the past three (3) years, a description of each class of the offeror's capital stock and its long-term debt, a description of the location and character of the principal properties of the offeror and its subsidiaries, a description of any pending legal or administrative proceedings which is material to the offer in which the offeror or any of its subsidiaries is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and financial statements of the offeror for its three (3) most recent annual accounting periods and most recent quarterly period; (7) Material information concerning the identity and background of any offeror who is not a corporation, including the offeror's material business activities and affiliations during the past three (3) years, such financial statements of the offeror as may be prescribed by rule or order of the commissioner, and a description of any material pending legal or administrative proceedings in which the offeror is a party; and (8) Three (3) copies of the proposed takeover offer, including all material terms thereof, in the form proposed to be published, sent or delivered to offerees.
(1) The identity and background of all persons by whom or on whose behalf the acquisition of any equity security of the offeree company has been or is to be effected;
(2) The course and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the offeree company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, if the person filing such statement so requests, the name of the bank shall not be made available to the public;
(3) If the purpose of the acquisition is to gain control of the offeree company, a statement of any plans or proposals which such person has, upon gaining control, to liquidate the offeree company, relocate any operations of the company, sell its assets, effect its merger or consolidation, or make any other changes in its business, corporate structure, management or personnel;
(4) The number of shares or units of any equity security of the offeree company of which each such person and each associate of such person and each person included as an offeror is the beneficial owner or which each such person has a right to acquire, directly or indirectly, together with the name and address of each such person;
(5) Material information as to any contracts, arrangements or understanding with any person with respect to any equity security of the offeree company, including transfers of any equity security, joint ventures, loan or option agreements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understanding have been entered into;
(6) Material information concerning the organization and operations of any offeror which is a corporation, including the year, form and jurisdiction of its organization, a description of the business done by the offeror and any material changes therein during the past three (3) years, a description of each class of the offeror's capital stock and its long-term debt, a description of the location and character of the principal properties of the offeror and its subsidiaries, a description of any pending legal or administrative proceedings which is material to the offer in which the offeror or any of its subsidiaries is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and financial statements of the offeror for its three (3) most recent annual accounting periods and most recent quarterly period;
(7) Material information concerning the identity and background of any offeror who is not a corporation, including the offeror's material business activities and affiliations during the past three (3) years, such financial statements of the offeror as may be prescribed by rule or order of the commissioner, and a description of any material pending legal or administrative proceedings in which the offeror is a party; and
(8) Three (3) copies of the proposed takeover offer, including all material terms thereof, in the form proposed to be published, sent or delivered to offerees.
(c) The commissioner may require the offeror to file any other documents, exhibits and information that the commissioner deems material to the takeover offer, and the commissioner may permit the omission of any of the information specified in subsection (b) if the commissioner determines that such information is not required for the protection of offerees.
Acts 1976, ch. 536, § 2; T.C.A., § 48-2104; Acts 1985, ch. 361, §§ 3-7; T.C.A., §§ 48-5-104, 48-35-104.
Tenn. Code Ann. § 48-249-106 — TN Code / Title 48 / Chapter 249 / Section 48-249-106
LLC name
Status: in_force

(a) Name requirements. An LLC name and, to the extent required by this section and § 48-249-903 , a foreign LLC name: (1) Shall contain the words "limited liability company," the abbreviation "L.L.C." or "LLC," or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided, further, that, in the case of a foreign LLC, the name may contain, in lieu of the provisions of this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign LLC was formed. A PLLC formed under part 11 of this chapter shall contain the words or the abbreviation as required by § 48-249-1108 . Notwithstanding this subdivision (a)(1), the name of an LLC or foreign LLC shall not contain the word "corporation" or "incorporated," or an abbreviation of either or both of these words; and (2) May not contain language stating or implying that the domestic or foreign LLC: (A) Transacts or has the 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 official has granted such authorization and certifies that fact to the secretary of state in writing; (B) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; (C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state, subdivision or agency of the United States, unless such fact is certified in writing to the secretary of state by the appropriate official of the United States or the state, subdivision or agency, as applicable; or (D) Is formed for a purpose other than that permitted by § 48-249-104 and its LLC documents, or, in the case of a foreign LLC, its similar formation and operating documents. (b) Name shall be distinguishable. Except as authorized by subsection (c), the name of a domestic LLC, and the name of a foreign LLC 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) Indistinguishable name of entity under common control. A domestic or foreign LLC, or person acting on behalf of an LLC 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) Assumed name. (1) A domestic LLC, or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that the assumed name need not contain the designations contained in subdivision (a)(1). (2) As used in this chapter, the "assumed name" of a domestic or foreign LLC means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name: (A) The identification by a domestic or foreign LLC 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 formed and not containing the words "limited liability company" or an abbreviation of such words; provided, that the domestic or foreign LLC's name is also clearly disclosed with the division name. (3) Before transacting any business in this state under an assumed name or names, the domestic or foreign LLC shall, for each assumed name, execute and file, in accordance with §§ 48-249-1005 and 48-249-1007 an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to transact business under an assumed name; and (D) The assumed name that the applicant proposes to use. (4) The right to use an assumed name shall be effective for five (5) years from the date of filing with the secretary of state. (5) A domestic or foreign LLC may renew the right to use its assumed name or names, if any, for successive five-year periods, by filing an application to renew the assumed name or names and paying the renewal fee as prescribed by § 48-249-1007(a) , within the two (2) months preceding the expiration of the then current period. (e) Cancellation or change of assumed name. Any domestic or foreign LLC may change or cancel any or all of its assumed names, by filing, in accordance with §§ 48-249-1005 and 48-249-1007 , an application setting forth: (1) The true name of the applicant; (2) The jurisdiction in which the applicant is formed; (3) The applicant's intention to cease transacting business in this state under the specified assumed name, by changing or canceling the assumed name; (4) The assumed name to be changed or cancelled; and (5) If the assumed name is to be changed, the new assumed name that the applicant proposes to use. (f) Use of changed name. Upon the filing of an application to change an assumed name, the applicant shall have the right to use the new assumed name for a new five-year period, subject to the same renewal procedures authorized by subsection (d). (g) Cancellation of assumed name by secretary of state. The right of a domestic or foreign LLC to use an assumed name shall be cancelled by the secretary of state, if: (1) The domestic or foreign LLC fails to renew its right to use the assumed name before the right expires; (2) The domestic or foreign LLC has filed an application to change the assumed name, or to cancel its right to use the assumed name; (3) In the case of a domestic LLC, the LLC has been dissolved; or (4) In the case of a foreign LLC, the foreign LLC has had its certificate of authority to transact business in this state revoked. (h) Unfair competition. Nothing in this section, or in §§ 48-249-107 or 48-249-108 , 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, trademarks and service marks. (i) Limited liability. A domestic or foreign LLC acting under an assumed name or registered name shall be deemed to have given notice to all third parties that it is a domestic or foreign LLC, as applicable, and its members, managers, directors, officers and agents shall have the same limitations on liability as if the domestic or foreign LLC operated under its true name. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 16.
(a) Name requirements. An LLC name and, to the extent required by this section and § 48-249-903 , a foreign LLC name: (1) Shall contain the words "limited liability company," the abbreviation "L.L.C." or "LLC," or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided, further, that, in the case of a foreign LLC, the name may contain, in lieu of the provisions of this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign LLC was formed. A PLLC formed under part 11 of this chapter shall contain the words or the abbreviation as required by § 48-249-1108 . Notwithstanding this subdivision (a)(1), the name of an LLC or foreign LLC shall not contain the word "corporation" or "incorporated," or an abbreviation of either or both of these words; and (2) May not contain language stating or implying that the domestic or foreign LLC: (A) Transacts or has the 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 official has granted such authorization and certifies that fact to the secretary of state in writing; (B) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; (C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state, subdivision or agency of the United States, unless such fact is certified in writing to the secretary of state by the appropriate official of the United States or the state, subdivision or agency, as applicable; or (D) Is formed for a purpose other than that permitted by § 48-249-104 and its LLC documents, or, in the case of a foreign LLC, its similar formation and operating documents.
(1) Shall contain the words "limited liability company," the abbreviation "L.L.C." or "LLC," or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided, further, that, in the case of a foreign LLC, the name may contain, in lieu of the provisions of this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign LLC was formed. A PLLC formed under part 11 of this chapter shall contain the words or the abbreviation as required by § 48-249-1108 . Notwithstanding this subdivision (a)(1), the name of an LLC or foreign LLC shall not contain the word "corporation" or "incorporated," or an abbreviation of either or both of these words; and
(2) May not contain language stating or implying that the domestic or foreign LLC: (A) Transacts or has the 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 official has granted such authorization and certifies that fact to the secretary of state in writing; (B) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; (C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state, subdivision or agency of the United States, unless such fact is certified in writing to the secretary of state by the appropriate official of the United States or the state, subdivision or agency, as applicable; or (D) Is formed for a purpose other than that permitted by § 48-249-104 and its LLC documents, or, in the case of a foreign LLC, its similar formation and operating documents.
(A) Transacts or has the 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 official has granted such authorization and certifies that fact to the secretary of state in writing;
(B) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable;
(C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state, subdivision or agency of the United States, unless such fact is certified in writing to the secretary of state by the appropriate official of the United States or the state, subdivision or agency, as applicable; or
(D) Is formed for a purpose other than that permitted by § 48-249-104 and its LLC documents, or, in the case of a foreign LLC, its similar formation and operating documents.
(b) Name shall be distinguishable. Except as authorized by subsection (c), the name of a domestic LLC, and the name of a foreign LLC 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) Indistinguishable name of entity under common control. A domestic or foreign LLC, or person acting on behalf of an LLC 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) Assumed name. (1) A domestic LLC, or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that the assumed name need not contain the designations contained in subdivision (a)(1). (2) As used in this chapter, the "assumed name" of a domestic or foreign LLC means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name: (A) The identification by a domestic or foreign LLC 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 formed and not containing the words "limited liability company" or an abbreviation of such words; provided, that the domestic or foreign LLC's name is also clearly disclosed with the division name. (3) Before transacting any business in this state under an assumed name or names, the domestic or foreign LLC shall, for each assumed name, execute and file, in accordance with §§ 48-249-1005 and 48-249-1007 an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to transact business under an assumed name; and (D) The assumed name that the applicant proposes to use. (4) The right to use an assumed name shall be effective for five (5) years from the date of filing with the secretary of state. (5) A domestic or foreign LLC may renew the right to use its assumed name or names, if any, for successive five-year periods, by filing an application to renew the assumed name or names and paying the renewal fee as prescribed by § 48-249-1007(a) , within the two (2) months preceding the expiration of the then current period.
(1) A domestic LLC, or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that the assumed name need not contain the designations contained in subdivision (a)(1).
(2) As used in this chapter, the "assumed name" of a domestic or foreign LLC means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name: (A) The identification by a domestic or foreign LLC 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 formed and not containing the words "limited liability company" or an abbreviation of such words; provided, that the domestic or foreign LLC's name is also clearly disclosed with the division name.
(A) The identification by a domestic or foreign LLC 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 formed and not containing the words "limited liability company" or an abbreviation of such words; provided, that the domestic or foreign LLC's name is also clearly disclosed with the division name.
(3) Before transacting any business in this state under an assumed name or names, the domestic or foreign LLC shall, for each assumed name, execute and file, in accordance with §§ 48-249-1005 and 48-249-1007 an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to transact business under an assumed name; and (D) The assumed name that the applicant proposes to use.
(A) The true name of the applicant;
(B) The jurisdiction in which the applicant is formed;
(C) The applicant's intention to transact business under an assumed name; and
(D) The assumed name that the applicant proposes to use.
(4) The right to use an assumed name shall be effective for five (5) years from the date of filing with the secretary of state.
(5) A domestic or foreign LLC may renew the right to use its assumed name or names, if any, for successive five-year periods, by filing an application to renew the assumed name or names and paying the renewal fee as prescribed by § 48-249-1007(a) , within the two (2) months preceding the expiration of the then current period.
(e) Cancellation or change of assumed name. Any domestic or foreign LLC may change or cancel any or all of its assumed names, by filing, in accordance with §§ 48-249-1005 and 48-249-1007 , an application setting forth: (1) The true name of the applicant; (2) The jurisdiction in which the applicant is formed; (3) The applicant's intention to cease transacting business in this state under the specified assumed name, by changing or canceling the assumed name; (4) The assumed name to be changed or cancelled; and (5) If the assumed name is to be changed, the new assumed name that the applicant proposes to use.
(1) The true name of the applicant;
(2) The jurisdiction in which the applicant is formed;
(3) The applicant's intention to cease transacting business in this state under the specified assumed name, by changing or canceling the assumed name;
(4) The assumed name to be changed or cancelled; and
(5) If the assumed name is to be changed, the new assumed name that the applicant proposes to use.
(f) Use of changed name. Upon the filing of an application to change an assumed name, the applicant shall have the right to use the new assumed name for a new five-year period, subject to the same renewal procedures authorized by subsection (d).
(g) Cancellation of assumed name by secretary of state. The right of a domestic or foreign LLC to use an assumed name shall be cancelled by the secretary of state, if: (1) The domestic or foreign LLC fails to renew its right to use the assumed name before the right expires; (2) The domestic or foreign LLC has filed an application to change the assumed name, or to cancel its right to use the assumed name; (3) In the case of a domestic LLC, the LLC has been dissolved; or (4) In the case of a foreign LLC, the foreign LLC has had its certificate of authority to transact business in this state revoked.
(1) The domestic or foreign LLC fails to renew its right to use the assumed name before the right expires;
(2) The domestic or foreign LLC has filed an application to change the assumed name, or to cancel its right to use the assumed name;
(3) In the case of a domestic LLC, the LLC has been dissolved; or
(4) In the case of a foreign LLC, the foreign LLC has had its certificate of authority to transact business in this state revoked.
(h) Unfair competition. Nothing in this section, or in §§ 48-249-107 or 48-249-108 , 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, trademarks and service marks.
(i) Limited liability. A domestic or foreign LLC acting under an assumed name or registered name shall be deemed to have given notice to all third parties that it is a domestic or foreign LLC, as applicable, and its members, managers, directors, officers and agents shall have the same limitations on liability as if the domestic or foreign LLC operated under its true name.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 16.
Tenn. Code Ann. § 48-243-101 — TN Code / Title 48 / Chapter 243 / Section 48-243-101
Indemnification
Status: in_force

(a) Definitions. As used in this chapter, unless the context otherwise requires: (1) "Expenses" include counsel fees; (2) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding; (3) "LLC" includes any domestic or foreign predecessor of an LLC in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (4) (A) "Official capacity" means: (i) With respect to a governor in a board-managed LLC, the position of governor; (ii) With respect to a member in a member-managed LLC, a member who took an action of management as a member; and (iii) With respect to a person in a capacity not described in subdivision (a)(4)(A)(i) or (a)(4)(A)(ii), the elective or appointive office or position held by a manager, member of a committee of the board of governors or member of a committee of the members, or the employment or agency relationship undertaken by an employee or agent on behalf of the LLC; (B) "Official capacity" does not include service for any other foreign or domestic corporation, LLC, partnership, joint venture, trust, employee benefit plan, or other enterprises; (5) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; (6) "Proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal; (7) "Responsible person" means an individual who is or was a governor of a board-managed LLC or a member of a member-managed LLC acting pursuant to chapter 238, 239 or 240 of this title or an individual who, while a governor of a board-managed LLC or member of a member-managed LLC, is or was serving at the LLC's request as a governor, manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic LLC, corporation, partnership, joint venture, employee benefit plan or other enterprise. A governor of a board-managed or member of a member-managed LLC is considered to be serving an employee benefit plan at the LLC's request if the governor's or member's duties to the LLC also impose duties on, or otherwise involve services by the governor or member to the plan or to participants in or beneficiaries of the plan. "Responsible person" includes, unless the context requires otherwise, the estate or personal representative of a responsible person; and (8) "Special legal counsel" means counsel who has not represented the LLC or a related LLC, or a governor, manager, member of a committee of the board of governors, member of a committee of the members, agent or employee, whose indemnification is in issue. (b) Authority to Indemnify. (1) Except as provided in subsection (d), an LLC may indemnify an individual made a party to a proceeding because such individual is or was a responsible person against liability incurred in the proceeding if the individual: (A) Acted in good faith; and (B) Reasonably believed: (i) In the case of conduct in such individual's official capacity with the LLC that such individual's conduct was in its best interest; and (ii) In all other cases, that such individual's conduct was at least not opposed to its best interests; and (C) In the case of any criminal proceeding, had no reasonable cause to believe such individual's conduct was unlawful. (2) A responsible person's conduct with respect to an employee benefit plan for a purpose such person reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (b)(1)(B). (3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the responsible person did not meet the standard of conduct described in this section. (4) Except as provided in subsection (e), an LLC may not indemnify a responsible person under this section: (A) In connection with a proceeding by or in the right of the LLC in which the responsible person was adjudged liable to the LLC; or (B) In connection with any other proceeding charging improper personal benefit to such responsible person, whether or not involving action in such person's official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by such person. (c) Mandatory Indemnification. Unless limited by its articles, an LLC shall indemnify a responsible person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a responsible person of the LLC against reasonable expenses incurred by the person in connection with the proceeding. (d) Advances for Expenses. (1) An LLC may pay for or reimburse the reasonable expenses incurred by a responsible person who is a party to a proceeding in advance of final disposition of the proceeding if: (A) The responsible person furnishes the LLC a written affirmation of good faith belief that the person has met the standard of conduct described in subsection (b); (B) The responsible person furnishes the LLC a written undertaking, executed personally or on such person's behalf, to repay the advance if it is ultimately determined that the person is not entitled to indemnification; and (C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part. (2) The undertaking required by subdivision (d)(1)(B) must be an unlimited general obligation of the responsible person but need not be secured and may be accepted without reference to financial ability to make repayment. (3) Determinations and authorizations of payments under this section shall be made in the manner specified in subsection (f). (e) Court-Ordered Indemnification. Unless an LLC's articles provide otherwise, a responsible person of the LLC who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines: (1) The responsible person is entitled to mandatory indemnification under subsection (c), in which case the court shall also order the LLC to pay the responsible person's reasonable expenses incurred to obtain court-ordered indemnification; or (2) The responsible person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standard of conduct set forth in subdivision (b)(1) or was adjudged liable as described in subdivision (b)(4), but if the person was adjudged so liable the person's indemnification is limited to reasonable expenses incurred. (f) Determination and Authorization of Indemnification. (1) Except as provided in subsection (e), an LLC may not indemnify a responsible person under subsection (b) unless authorized in the specific case after a determination has been made that indemnification of the responsible person is permissible in the circumstances because the person has met the standard of conduct set forth in subdivision (b)(1). (2) The determination shall be made: (A) By the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC by majority vote of a quorum consisting of governors or members, as the case may be, not at the time parties to the proceeding; (B) If a quorum cannot be obtained under subdivision (f)(2)(A), by majority vote of a committee duly designated by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which designation governors or members as applicable who are parties may participate), consisting solely of two (2) or more governors or members (as applicable) not at the time parties to the proceeding; (C) By independent special legal counsel: (i) Selected by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC or by a committee in the manner prescribed in subdivision (f)(2)(A) or (f)(2)(B); or (ii) If a quorum of the board of governors in the case of a board-managed LLC or a quorum of the members of a member-managed LLC cannot be obtained under subdivision (f)(2)(A) and a committee cannot be designated under subdivision (f)(2)(B), selected by majority vote of the full board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which selection governors or members, as appropriate, who are parties may participate); or (D) By the members of a board-managed LLC, but ownership interests owned by or voted under the control of members who are at the time parties to the proceeding may not be voted on the determination. (3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (f)(2)(C) to select counsel. (g) Indemnification of Managers, Employees and Agents. Unless the articles provide otherwise: (1) A manager of the LLC who is not a responsible person is entitled to mandatory indemnification under subsection (c), and is entitled to apply for court-ordered indemnification under subsection (e), in each case to the same extent as a responsible person; (2) The LLC may indemnify and advance expenses to a manager, employee, independent contractor or agent of the LLC who is not a responsible person to the same extent as a responsible person; (3) An LLC may also indemnify and advance expenses to a manager, employee, independent contractor or agent who is not a responsible person to the extent, consistent with public policy, that may be provided by its articles, operating agreement, general or specific action of its board of governors of a board-managed LLC or by members of a member-managed LLC, or by contract. (h) Insurance. An LLC may purchase and maintain insurance on behalf of an individual who is or was a responsible person, manager, employee, independent contractor, or agent of the LLC, or who, while a responsible person, manager, employee, independent contractor, or agent of the LLC, is or was serving at the request of the LLC as a responsible person, manager, partner, trustee, employee, independent contractor, or agent of another foreign or domestic LLC, corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by such person in that capacity or arising from such person's status as a responsible person, manager, officer, employee, independent contractor, or agent, whether or not the LLC would have power to indemnify such person against the same liability under subsection (b) or (c). (i) Application of Part. (1) The indemnification and advancement of expenses granted pursuant to, or provided by, this section shall not be deemed exclusive of any other rights to which a responsible person seeking indemnification or advancement of expenses may be entitled, whether contained in this section, the articles, or the operating agreement, or when authorized by such articles or operating agreement, in a resolution of members, a resolution of governors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any responsible person if a judgment or other final adjudication adverse to the responsible person or officer establishes such person's liability: (A) For any breach of the duty of loyalty to the LLC or its members; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) Under § 48-237-101 . (2) Nothing contained in this section shall affect any rights to indemnification to which the LLC's personnel, other than responsible persons, may be entitled by contract or otherwise under law. If the articles limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles. (3) This section does not limit an LLC's power to pay or reimburse expenses incurred by a responsible person in connection with such person's appearance as a witness in a proceeding at a time when such person has not been made a named defendant or respondent to the proceeding. Acts 1994, ch. 868, § 1.
(a) Definitions. As used in this chapter, unless the context otherwise requires: (1) "Expenses" include counsel fees; (2) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding; (3) "LLC" includes any domestic or foreign predecessor of an LLC in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (4) (A) "Official capacity" means: (i) With respect to a governor in a board-managed LLC, the position of governor; (ii) With respect to a member in a member-managed LLC, a member who took an action of management as a member; and (iii) With respect to a person in a capacity not described in subdivision (a)(4)(A)(i) or (a)(4)(A)(ii), the elective or appointive office or position held by a manager, member of a committee of the board of governors or member of a committee of the members, or the employment or agency relationship undertaken by an employee or agent on behalf of the LLC; (B) "Official capacity" does not include service for any other foreign or domestic corporation, LLC, partnership, joint venture, trust, employee benefit plan, or other enterprises; (5) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; (6) "Proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal; (7) "Responsible person" means an individual who is or was a governor of a board-managed LLC or a member of a member-managed LLC acting pursuant to chapter 238, 239 or 240 of this title or an individual who, while a governor of a board-managed LLC or member of a member-managed LLC, is or was serving at the LLC's request as a governor, manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic LLC, corporation, partnership, joint venture, employee benefit plan or other enterprise. A governor of a board-managed or member of a member-managed LLC is considered to be serving an employee benefit plan at the LLC's request if the governor's or member's duties to the LLC also impose duties on, or otherwise involve services by the governor or member to the plan or to participants in or beneficiaries of the plan. "Responsible person" includes, unless the context requires otherwise, the estate or personal representative of a responsible person; and (8) "Special legal counsel" means counsel who has not represented the LLC or a related LLC, or a governor, manager, member of a committee of the board of governors, member of a committee of the members, agent or employee, whose indemnification is in issue.
(1) "Expenses" include counsel fees;
(2) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding;
(3) "LLC" includes any domestic or foreign predecessor of an LLC in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(4) (A) "Official capacity" means: (i) With respect to a governor in a board-managed LLC, the position of governor; (ii) With respect to a member in a member-managed LLC, a member who took an action of management as a member; and (iii) With respect to a person in a capacity not described in subdivision (a)(4)(A)(i) or (a)(4)(A)(ii), the elective or appointive office or position held by a manager, member of a committee of the board of governors or member of a committee of the members, or the employment or agency relationship undertaken by an employee or agent on behalf of the LLC; (B) "Official capacity" does not include service for any other foreign or domestic corporation, LLC, partnership, joint venture, trust, employee benefit plan, or other enterprises;
(A) "Official capacity" means: (i) With respect to a governor in a board-managed LLC, the position of governor; (ii) With respect to a member in a member-managed LLC, a member who took an action of management as a member; and (iii) With respect to a person in a capacity not described in subdivision (a)(4)(A)(i) or (a)(4)(A)(ii), the elective or appointive office or position held by a manager, member of a committee of the board of governors or member of a committee of the members, or the employment or agency relationship undertaken by an employee or agent on behalf of the LLC;
(i) With respect to a governor in a board-managed LLC, the position of governor;
(ii) With respect to a member in a member-managed LLC, a member who took an action of management as a member; and
(iii) With respect to a person in a capacity not described in subdivision (a)(4)(A)(i) or (a)(4)(A)(ii), the elective or appointive office or position held by a manager, member of a committee of the board of governors or member of a committee of the members, or the employment or agency relationship undertaken by an employee or agent on behalf of the LLC;
(B) "Official capacity" does not include service for any other foreign or domestic corporation, LLC, partnership, joint venture, trust, employee benefit plan, or other enterprises;
(5) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding;
(6) "Proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal;
(7) "Responsible person" means an individual who is or was a governor of a board-managed LLC or a member of a member-managed LLC acting pursuant to chapter 238, 239 or 240 of this title or an individual who, while a governor of a board-managed LLC or member of a member-managed LLC, is or was serving at the LLC's request as a governor, manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic LLC, corporation, partnership, joint venture, employee benefit plan or other enterprise. A governor of a board-managed or member of a member-managed LLC is considered to be serving an employee benefit plan at the LLC's request if the governor's or member's duties to the LLC also impose duties on, or otherwise involve services by the governor or member to the plan or to participants in or beneficiaries of the plan. "Responsible person" includes, unless the context requires otherwise, the estate or personal representative of a responsible person; and
(8) "Special legal counsel" means counsel who has not represented the LLC or a related LLC, or a governor, manager, member of a committee of the board of governors, member of a committee of the members, agent or employee, whose indemnification is in issue.
(b) Authority to Indemnify. (1) Except as provided in subsection (d), an LLC may indemnify an individual made a party to a proceeding because such individual is or was a responsible person against liability incurred in the proceeding if the individual: (A) Acted in good faith; and (B) Reasonably believed: (i) In the case of conduct in such individual's official capacity with the LLC that such individual's conduct was in its best interest; and (ii) In all other cases, that such individual's conduct was at least not opposed to its best interests; and (C) In the case of any criminal proceeding, had no reasonable cause to believe such individual's conduct was unlawful. (2) A responsible person's conduct with respect to an employee benefit plan for a purpose such person reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (b)(1)(B). (3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the responsible person did not meet the standard of conduct described in this section. (4) Except as provided in subsection (e), an LLC may not indemnify a responsible person under this section: (A) In connection with a proceeding by or in the right of the LLC in which the responsible person was adjudged liable to the LLC; or (B) In connection with any other proceeding charging improper personal benefit to such responsible person, whether or not involving action in such person's official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by such person.
(1) Except as provided in subsection (d), an LLC may indemnify an individual made a party to a proceeding because such individual is or was a responsible person against liability incurred in the proceeding if the individual: (A) Acted in good faith; and (B) Reasonably believed: (i) In the case of conduct in such individual's official capacity with the LLC that such individual's conduct was in its best interest; and (ii) In all other cases, that such individual's conduct was at least not opposed to its best interests; and (C) In the case of any criminal proceeding, had no reasonable cause to believe such individual's conduct was unlawful.
(A) Acted in good faith; and
(B) Reasonably believed: (i) In the case of conduct in such individual's official capacity with the LLC that such individual's conduct was in its best interest; and (ii) In all other cases, that such individual's conduct was at least not opposed to its best interests; and
(i) In the case of conduct in such individual's official capacity with the LLC that such individual's conduct was in its best interest; and
(ii) In all other cases, that such individual's conduct was at least not opposed to its best interests; and
(C) In the case of any criminal proceeding, had no reasonable cause to believe such individual's conduct was unlawful.
(2) A responsible person's conduct with respect to an employee benefit plan for a purpose such person reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (b)(1)(B).
(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the responsible person did not meet the standard of conduct described in this section.
(4) Except as provided in subsection (e), an LLC may not indemnify a responsible person under this section: (A) In connection with a proceeding by or in the right of the LLC in which the responsible person was adjudged liable to the LLC; or (B) In connection with any other proceeding charging improper personal benefit to such responsible person, whether or not involving action in such person's official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by such person.
(A) In connection with a proceeding by or in the right of the LLC in which the responsible person was adjudged liable to the LLC; or
(B) In connection with any other proceeding charging improper personal benefit to such responsible person, whether or not involving action in such person's official capacity, in which such person was adjudged liable on the basis that personal benefit was improperly received by such person.
(c) Mandatory Indemnification. Unless limited by its articles, an LLC shall indemnify a responsible person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a responsible person of the LLC against reasonable expenses incurred by the person in connection with the proceeding.
(d) Advances for Expenses. (1) An LLC may pay for or reimburse the reasonable expenses incurred by a responsible person who is a party to a proceeding in advance of final disposition of the proceeding if: (A) The responsible person furnishes the LLC a written affirmation of good faith belief that the person has met the standard of conduct described in subsection (b); (B) The responsible person furnishes the LLC a written undertaking, executed personally or on such person's behalf, to repay the advance if it is ultimately determined that the person is not entitled to indemnification; and (C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part. (2) The undertaking required by subdivision (d)(1)(B) must be an unlimited general obligation of the responsible person but need not be secured and may be accepted without reference to financial ability to make repayment. (3) Determinations and authorizations of payments under this section shall be made in the manner specified in subsection (f).
(1) An LLC may pay for or reimburse the reasonable expenses incurred by a responsible person who is a party to a proceeding in advance of final disposition of the proceeding if: (A) The responsible person furnishes the LLC a written affirmation of good faith belief that the person has met the standard of conduct described in subsection (b); (B) The responsible person furnishes the LLC a written undertaking, executed personally or on such person's behalf, to repay the advance if it is ultimately determined that the person is not entitled to indemnification; and (C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(A) The responsible person furnishes the LLC a written affirmation of good faith belief that the person has met the standard of conduct described in subsection (b);
(B) The responsible person furnishes the LLC a written undertaking, executed personally or on such person's behalf, to repay the advance if it is ultimately determined that the person is not entitled to indemnification; and
(C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(2) The undertaking required by subdivision (d)(1)(B) must be an unlimited general obligation of the responsible person but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this section shall be made in the manner specified in subsection (f).
(e) Court-Ordered Indemnification. Unless an LLC's articles provide otherwise, a responsible person of the LLC who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines: (1) The responsible person is entitled to mandatory indemnification under subsection (c), in which case the court shall also order the LLC to pay the responsible person's reasonable expenses incurred to obtain court-ordered indemnification; or (2) The responsible person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standard of conduct set forth in subdivision (b)(1) or was adjudged liable as described in subdivision (b)(4), but if the person was adjudged so liable the person's indemnification is limited to reasonable expenses incurred.
(1) The responsible person is entitled to mandatory indemnification under subsection (c), in which case the court shall also order the LLC to pay the responsible person's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The responsible person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standard of conduct set forth in subdivision (b)(1) or was adjudged liable as described in subdivision (b)(4), but if the person was adjudged so liable the person's indemnification is limited to reasonable expenses incurred.
(f) Determination and Authorization of Indemnification. (1) Except as provided in subsection (e), an LLC may not indemnify a responsible person under subsection (b) unless authorized in the specific case after a determination has been made that indemnification of the responsible person is permissible in the circumstances because the person has met the standard of conduct set forth in subdivision (b)(1). (2) The determination shall be made: (A) By the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC by majority vote of a quorum consisting of governors or members, as the case may be, not at the time parties to the proceeding; (B) If a quorum cannot be obtained under subdivision (f)(2)(A), by majority vote of a committee duly designated by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which designation governors or members as applicable who are parties may participate), consisting solely of two (2) or more governors or members (as applicable) not at the time parties to the proceeding; (C) By independent special legal counsel: (i) Selected by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC or by a committee in the manner prescribed in subdivision (f)(2)(A) or (f)(2)(B); or (ii) If a quorum of the board of governors in the case of a board-managed LLC or a quorum of the members of a member-managed LLC cannot be obtained under subdivision (f)(2)(A) and a committee cannot be designated under subdivision (f)(2)(B), selected by majority vote of the full board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which selection governors or members, as appropriate, who are parties may participate); or (D) By the members of a board-managed LLC, but ownership interests owned by or voted under the control of members who are at the time parties to the proceeding may not be voted on the determination. (3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (f)(2)(C) to select counsel.
(1) Except as provided in subsection (e), an LLC may not indemnify a responsible person under subsection (b) unless authorized in the specific case after a determination has been made that indemnification of the responsible person is permissible in the circumstances because the person has met the standard of conduct set forth in subdivision (b)(1).
(2) The determination shall be made: (A) By the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC by majority vote of a quorum consisting of governors or members, as the case may be, not at the time parties to the proceeding; (B) If a quorum cannot be obtained under subdivision (f)(2)(A), by majority vote of a committee duly designated by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which designation governors or members as applicable who are parties may participate), consisting solely of two (2) or more governors or members (as applicable) not at the time parties to the proceeding; (C) By independent special legal counsel: (i) Selected by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC or by a committee in the manner prescribed in subdivision (f)(2)(A) or (f)(2)(B); or (ii) If a quorum of the board of governors in the case of a board-managed LLC or a quorum of the members of a member-managed LLC cannot be obtained under subdivision (f)(2)(A) and a committee cannot be designated under subdivision (f)(2)(B), selected by majority vote of the full board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which selection governors or members, as appropriate, who are parties may participate); or (D) By the members of a board-managed LLC, but ownership interests owned by or voted under the control of members who are at the time parties to the proceeding may not be voted on the determination.
(A) By the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC by majority vote of a quorum consisting of governors or members, as the case may be, not at the time parties to the proceeding;
(B) If a quorum cannot be obtained under subdivision (f)(2)(A), by majority vote of a committee duly designated by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which designation governors or members as applicable who are parties may participate), consisting solely of two (2) or more governors or members (as applicable) not at the time parties to the proceeding;
(C) By independent special legal counsel: (i) Selected by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC or by a committee in the manner prescribed in subdivision (f)(2)(A) or (f)(2)(B); or (ii) If a quorum of the board of governors in the case of a board-managed LLC or a quorum of the members of a member-managed LLC cannot be obtained under subdivision (f)(2)(A) and a committee cannot be designated under subdivision (f)(2)(B), selected by majority vote of the full board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which selection governors or members, as appropriate, who are parties may participate); or
(i) Selected by the board of governors in the case of a board-managed LLC or by the members of a member-managed LLC or by a committee in the manner prescribed in subdivision (f)(2)(A) or (f)(2)(B); or
(ii) If a quorum of the board of governors in the case of a board-managed LLC or a quorum of the members of a member-managed LLC cannot be obtained under subdivision (f)(2)(A) and a committee cannot be designated under subdivision (f)(2)(B), selected by majority vote of the full board of governors in the case of a board-managed LLC or by the members of a member-managed LLC (in which selection governors or members, as appropriate, who are parties may participate); or
(D) By the members of a board-managed LLC, but ownership interests owned by or voted under the control of members who are at the time parties to the proceeding may not be voted on the determination.
(3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (f)(2)(C) to select counsel.
(g) Indemnification of Managers, Employees and Agents. Unless the articles provide otherwise: (1) A manager of the LLC who is not a responsible person is entitled to mandatory indemnification under subsection (c), and is entitled to apply for court-ordered indemnification under subsection (e), in each case to the same extent as a responsible person; (2) The LLC may indemnify and advance expenses to a manager, employee, independent contractor or agent of the LLC who is not a responsible person to the same extent as a responsible person; (3) An LLC may also indemnify and advance expenses to a manager, employee, independent contractor or agent who is not a responsible person to the extent, consistent with public policy, that may be provided by its articles, operating agreement, general or specific action of its board of governors of a board-managed LLC or by members of a member-managed LLC, or by contract.
(1) A manager of the LLC who is not a responsible person is entitled to mandatory indemnification under subsection (c), and is entitled to apply for court-ordered indemnification under subsection (e), in each case to the same extent as a responsible person;
(2) The LLC may indemnify and advance expenses to a manager, employee, independent contractor or agent of the LLC who is not a responsible person to the same extent as a responsible person;
(3) An LLC may also indemnify and advance expenses to a manager, employee, independent contractor or agent who is not a responsible person to the extent, consistent with public policy, that may be provided by its articles, operating agreement, general or specific action of its board of governors of a board-managed LLC or by members of a member-managed LLC, or by contract.
(h) Insurance. An LLC may purchase and maintain insurance on behalf of an individual who is or was a responsible person, manager, employee, independent contractor, or agent of the LLC, or who, while a responsible person, manager, employee, independent contractor, or agent of the LLC, is or was serving at the request of the LLC as a responsible person, manager, partner, trustee, employee, independent contractor, or agent of another foreign or domestic LLC, corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by such person in that capacity or arising from such person's status as a responsible person, manager, officer, employee, independent contractor, or agent, whether or not the LLC would have power to indemnify such person against the same liability under subsection (b) or (c).
(i) Application of Part. (1) The indemnification and advancement of expenses granted pursuant to, or provided by, this section shall not be deemed exclusive of any other rights to which a responsible person seeking indemnification or advancement of expenses may be entitled, whether contained in this section, the articles, or the operating agreement, or when authorized by such articles or operating agreement, in a resolution of members, a resolution of governors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any responsible person if a judgment or other final adjudication adverse to the responsible person or officer establishes such person's liability: (A) For any breach of the duty of loyalty to the LLC or its members; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) Under § 48-237-101 . (2) Nothing contained in this section shall affect any rights to indemnification to which the LLC's personnel, other than responsible persons, may be entitled by contract or otherwise under law. If the articles limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles. (3) This section does not limit an LLC's power to pay or reimburse expenses incurred by a responsible person in connection with such person's appearance as a witness in a proceeding at a time when such person has not been made a named defendant or respondent to the proceeding.
(1) The indemnification and advancement of expenses granted pursuant to, or provided by, this section shall not be deemed exclusive of any other rights to which a responsible person seeking indemnification or advancement of expenses may be entitled, whether contained in this section, the articles, or the operating agreement, or when authorized by such articles or operating agreement, in a resolution of members, a resolution of governors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any responsible person if a judgment or other final adjudication adverse to the responsible person or officer establishes such person's liability: (A) For any breach of the duty of loyalty to the LLC or its members; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) Under § 48-237-101 .
(A) For any breach of the duty of loyalty to the LLC or its members;
(B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(C) Under § 48-237-101 .
(2) Nothing contained in this section shall affect any rights to indemnification to which the LLC's personnel, other than responsible persons, may be entitled by contract or otherwise under law. If the articles limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles.
(3) This section does not limit an LLC's power to pay or reimburse expenses incurred by a responsible person in connection with such person's appearance as a witness in a proceeding at a time when such person has not been made a named defendant or respondent to the proceeding.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-310 — TN Code / Title 48 / Chapter 101 / Section 48-101-310
Bonds of corporation
Status: in_force

(a) (1) Except as herein otherwise expressly provided, all bonds issued by the corporation shall be payable solely out of revenues and receipts derived from the corporation's projects or of any thereof as may be designated in the proceedings of the board of directors under which the bonds shall be authorized to be issued, including debt obligations of the lessee or contracting party obtained from or in connection with the financing of a project; provided, that notes issued in anticipation of the issuance of bonds may be retired out of the proceeds of such bonds. (2) Such bonds may be executed and delivered by the corporation at any time and from time to time, may be in such form and denominations and of such terms and maturities, may be in fully registered form or in bearer form registrable either as to principal or interest, or both, may bear such conversion privileges and be payable in such installments and at such time or times not exceeding forty (40) years from the date thereof, may be payable at such place or places whether within or without the state of Tennessee, may bear interest at such rate or rates payable at such time or times and at such place or places and evidenced in such manner, may be executed by such officers of the corporation, and may contain such provisions not inconsistent herewith, all as shall be provided in the proceedings of the board of directors whereunder the bonds shall be authorized to be issued. (3) If deemed advisable by the board of directors, there may be retained in the proceedings under which any bonds of the corporation are authorized to be issued, an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be briefly recited in the face of the bonds, but nothing herein contained shall be construed to confer on the corporation any right or option to redeem any bonds except as may be provided in the proceedings under which they shall be issued. (4) Any bonds of the corporation may be sold at public or private sale for such price and in such manner and from time to time as may be determined by the board of directors of the corporation to be most advantageous, and the corporation may pay all expenses, premiums and commissions which its board of directors may deem necessary or advantageous in connection with the issuance of such bonds. (5) Issuance by the corporation of one (1) or more series of bonds for one (1) or more purposes shall not preclude it from issuing other bonds in connection with the same project or any other project, but the proceedings whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge or mortgage made for any prior issue of bonds. (b) (1) Proceeds of bonds issued by the corporation may be used for the purpose of constructing, acquiring, incurring, reconstructing, improving, equipping, furnishing, bettering, or extending any project or projects, including the payment of interest on the bonds during construction of any such project and for two (2) years after the estimated date of completion, the refinancing of any of the foregoing, the payment of engineering, fiscal, architectural, and legal expenses incurred in connection with such project and the issuance of the bonds, and the establishment of a reasonable reserve fund for the payment of principal of and interest on such bonds in the event of a deficiency in the revenues and receipts available for such payment. (2) Notwithstanding any provision of this part to the contrary, proceeds of bonds or notes issued by the corporation may be used to provide funds to any hospital institution organized not for profit to be used in connection with the operation thereof; provided, that any loan, note, pledge or other obligation under which such funds are provided shall require that a borrowing hospital institution which is in operation on the date it receives such funds shall repay all amounts received for use in connection with its operation within no longer than one (1) year from the date such funds are received by it or that a hospital institution which commences operation after the date it receives such funds shall repay all amounts received for use in connection with its operation within no longer than three (3) years from the date such funds are received by it. (c) Any bonds or notes of the corporation at any time outstanding may at any time and from time to time be refunded by the corporation by the issuance of its refunding bonds in such amount as the board of directors may deem necessary, but not exceeding the sum of the following: (1) The principal amount of the obligations being refinanced; (2) Applicable redemption premiums thereon; (3) Unpaid interest on such obligations to the date of delivery or exchange of the refunding bonds; (4) In the event the proceeds from the sale of the refunding bonds are to be deposited in trust as hereinafter provided, interest to accrue on such obligations from the date of delivery to the first or any subsequent available redemption date or dates selected, in its discretion, by the board of directors, or to the date or dates of maturity, whichever shall be determined by the board of directors to be most advantageous or necessary to the corporation; (5) A reasonable reserve for the payment of principal of and interest on such bonds and/or a renewal and replacement reserve; (6) If the project to be constructed from the proceeds of the obligations being refinanced has not been completed, an amount sufficient to meet the interest charges on the refunding bonds during the construction of such project and for two (2) years after the estimated date of completion (but only to the extent that interest charges have not been capitalized from the proceeds of the obligations being refinanced); and (7) Expenses, premiums and commissions of the corporation, including bond discount, deemed by the board of directors to be necessary for the issuance of the refunding bonds. A determination by the board of directors that any refinancing is advantageous or necessary to the corporation, or that any of the amounts provided in the preceding sentence should be included in such refinancing, or that any of the obligations to be refinanced should be called for redemption on the first or any subsequent available redemption date or permitted to remain outstanding until their respective dates of maturity, shall be conclusive. (d) Any such refunding may be effected whether the obligations to be refunded shall have then matured or shall thereafter mature, either by the exchange of the refunding bonds for the obligations to be refunded thereby with the consent of the holders of the obligations so to be refunded, or by sale of the refunding bonds and the application of the proceeds thereof to the payment of the obligations to be refunded thereby, and regardless of whether or not the obligations to be refunded were issued in connection with the same projects or separate projects, and regardless of whether or not the obligations proposed to be refunded shall be payable on the same date or different dates or shall be due serially or otherwise. (e) If, at the time of delivery of the refunding bonds, the obligations to be refunded will not be retired or a valid and timely notice of redemption of the outstanding obligations is not given in accordance with the resolution, indenture or other instrument governing the redemption of the outstanding obligations, then, prior to the issuance of the refunding bonds, the board of directors shall cause to be given a notice of its intention to issue the refunding bonds. The notice shall be given either by mail to the owners of all of the outstanding obligations to be refunded at their addresses shown on the bond registration records for the outstanding obligations or given by publication one (1) time each in the newspaper having a general circulation in the municipality with respect to which the corporation was organized and in a financial newspaper published in New York, New York, having a national circulation. The notice shall set forth the estimated date of delivery of the refunding bonds and identify the obligations, or the individual maturities thereof, proposed to be refunded; provided, that if portions of individual maturities are proposed to be refunded, the notice shall identify the maturities subject to partial refunding in the aggregate principal amount to be refunded within each maturity. If the issuance of the refunding bonds does not occur as provided in the notice, the board of directors shall cause notice thereof to be given as provided above. Except as otherwise set forth in this section, the notice required pursuant to this section shall be given whether or not any of the obligations to be refunded are to be called for redemption. (f) If any of the obligations to be refunded are to be called for redemption, the board of directors shall cause notice of redemption to be given in the manner required by the resolution or ordinance authorizing such outstanding obligations. (g) The principal proceeds from the sale of any refunding bonds shall be applied only as follows: either, (1) To the immediate payment and retirement of the obligations being refunded; or (2) To the extent not required for the immediate payment of the obligations being refunded, then such proceeds shall be deposited in trust to provide for the payment and retirement of the obligations being refunded and to pay any expenses incurred in connection with such refunding, but provision may be made for the pledging and disposition of any surplus, including, without limitation, provision for the pledging of any such surplus to the payment of the principal of and interest on any issue or series of refunding bonds. Money in any such trust fund may be invested in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States government, or obligations of any agency or instrumentality of the United States government, or in certificates of deposit issued by a bank or trust company located in the state of Tennessee if such certificates shall be secured by a pledge of any obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured. Nothing herein shall be construed as a limitation on the duration of any deposit in trust for the retirement of obligations being refunded but which shall not have matured and which shall not be presently redeemable or, if presently redeemable, shall not have been called for redemption. Acts 1969, ch. 333, § 9; 1973, ch. 309, § 5; 1976, ch. 514, § 4; 1977, ch. 229, § 2; 1983, ch. 76, § 4; 1983, ch. 187, § 2; T.C.A., § 48-1909; Acts 1985, ch. 243, § 2; 1988, ch. 827, § 1; 1994, ch. 806, § 11; § 48-3-310.
(a) (1) Except as herein otherwise expressly provided, all bonds issued by the corporation shall be payable solely out of revenues and receipts derived from the corporation's projects or of any thereof as may be designated in the proceedings of the board of directors under which the bonds shall be authorized to be issued, including debt obligations of the lessee or contracting party obtained from or in connection with the financing of a project; provided, that notes issued in anticipation of the issuance of bonds may be retired out of the proceeds of such bonds. (2) Such bonds may be executed and delivered by the corporation at any time and from time to time, may be in such form and denominations and of such terms and maturities, may be in fully registered form or in bearer form registrable either as to principal or interest, or both, may bear such conversion privileges and be payable in such installments and at such time or times not exceeding forty (40) years from the date thereof, may be payable at such place or places whether within or without the state of Tennessee, may bear interest at such rate or rates payable at such time or times and at such place or places and evidenced in such manner, may be executed by such officers of the corporation, and may contain such provisions not inconsistent herewith, all as shall be provided in the proceedings of the board of directors whereunder the bonds shall be authorized to be issued. (3) If deemed advisable by the board of directors, there may be retained in the proceedings under which any bonds of the corporation are authorized to be issued, an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be briefly recited in the face of the bonds, but nothing herein contained shall be construed to confer on the corporation any right or option to redeem any bonds except as may be provided in the proceedings under which they shall be issued. (4) Any bonds of the corporation may be sold at public or private sale for such price and in such manner and from time to time as may be determined by the board of directors of the corporation to be most advantageous, and the corporation may pay all expenses, premiums and commissions which its board of directors may deem necessary or advantageous in connection with the issuance of such bonds. (5) Issuance by the corporation of one (1) or more series of bonds for one (1) or more purposes shall not preclude it from issuing other bonds in connection with the same project or any other project, but the proceedings whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge or mortgage made for any prior issue of bonds.
(1) Except as herein otherwise expressly provided, all bonds issued by the corporation shall be payable solely out of revenues and receipts derived from the corporation's projects or of any thereof as may be designated in the proceedings of the board of directors under which the bonds shall be authorized to be issued, including debt obligations of the lessee or contracting party obtained from or in connection with the financing of a project; provided, that notes issued in anticipation of the issuance of bonds may be retired out of the proceeds of such bonds.
(2) Such bonds may be executed and delivered by the corporation at any time and from time to time, may be in such form and denominations and of such terms and maturities, may be in fully registered form or in bearer form registrable either as to principal or interest, or both, may bear such conversion privileges and be payable in such installments and at such time or times not exceeding forty (40) years from the date thereof, may be payable at such place or places whether within or without the state of Tennessee, may bear interest at such rate or rates payable at such time or times and at such place or places and evidenced in such manner, may be executed by such officers of the corporation, and may contain such provisions not inconsistent herewith, all as shall be provided in the proceedings of the board of directors whereunder the bonds shall be authorized to be issued.
(3) If deemed advisable by the board of directors, there may be retained in the proceedings under which any bonds of the corporation are authorized to be issued, an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be briefly recited in the face of the bonds, but nothing herein contained shall be construed to confer on the corporation any right or option to redeem any bonds except as may be provided in the proceedings under which they shall be issued.
(4) Any bonds of the corporation may be sold at public or private sale for such price and in such manner and from time to time as may be determined by the board of directors of the corporation to be most advantageous, and the corporation may pay all expenses, premiums and commissions which its board of directors may deem necessary or advantageous in connection with the issuance of such bonds.
(5) Issuance by the corporation of one (1) or more series of bonds for one (1) or more purposes shall not preclude it from issuing other bonds in connection with the same project or any other project, but the proceedings whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge or mortgage made for any prior issue of bonds.
(b) (1) Proceeds of bonds issued by the corporation may be used for the purpose of constructing, acquiring, incurring, reconstructing, improving, equipping, furnishing, bettering, or extending any project or projects, including the payment of interest on the bonds during construction of any such project and for two (2) years after the estimated date of completion, the refinancing of any of the foregoing, the payment of engineering, fiscal, architectural, and legal expenses incurred in connection with such project and the issuance of the bonds, and the establishment of a reasonable reserve fund for the payment of principal of and interest on such bonds in the event of a deficiency in the revenues and receipts available for such payment. (2) Notwithstanding any provision of this part to the contrary, proceeds of bonds or notes issued by the corporation may be used to provide funds to any hospital institution organized not for profit to be used in connection with the operation thereof; provided, that any loan, note, pledge or other obligation under which such funds are provided shall require that a borrowing hospital institution which is in operation on the date it receives such funds shall repay all amounts received for use in connection with its operation within no longer than one (1) year from the date such funds are received by it or that a hospital institution which commences operation after the date it receives such funds shall repay all amounts received for use in connection with its operation within no longer than three (3) years from the date such funds are received by it.
(1) Proceeds of bonds issued by the corporation may be used for the purpose of constructing, acquiring, incurring, reconstructing, improving, equipping, furnishing, bettering, or extending any project or projects, including the payment of interest on the bonds during construction of any such project and for two (2) years after the estimated date of completion, the refinancing of any of the foregoing, the payment of engineering, fiscal, architectural, and legal expenses incurred in connection with such project and the issuance of the bonds, and the establishment of a reasonable reserve fund for the payment of principal of and interest on such bonds in the event of a deficiency in the revenues and receipts available for such payment.
(2) Notwithstanding any provision of this part to the contrary, proceeds of bonds or notes issued by the corporation may be used to provide funds to any hospital institution organized not for profit to be used in connection with the operation thereof; provided, that any loan, note, pledge or other obligation under which such funds are provided shall require that a borrowing hospital institution which is in operation on the date it receives such funds shall repay all amounts received for use in connection with its operation within no longer than one (1) year from the date such funds are received by it or that a hospital institution which commences operation after the date it receives such funds shall repay all amounts received for use in connection with its operation within no longer than three (3) years from the date such funds are received by it.
(c) Any bonds or notes of the corporation at any time outstanding may at any time and from time to time be refunded by the corporation by the issuance of its refunding bonds in such amount as the board of directors may deem necessary, but not exceeding the sum of the following: (1) The principal amount of the obligations being refinanced; (2) Applicable redemption premiums thereon; (3) Unpaid interest on such obligations to the date of delivery or exchange of the refunding bonds; (4) In the event the proceeds from the sale of the refunding bonds are to be deposited in trust as hereinafter provided, interest to accrue on such obligations from the date of delivery to the first or any subsequent available redemption date or dates selected, in its discretion, by the board of directors, or to the date or dates of maturity, whichever shall be determined by the board of directors to be most advantageous or necessary to the corporation; (5) A reasonable reserve for the payment of principal of and interest on such bonds and/or a renewal and replacement reserve; (6) If the project to be constructed from the proceeds of the obligations being refinanced has not been completed, an amount sufficient to meet the interest charges on the refunding bonds during the construction of such project and for two (2) years after the estimated date of completion (but only to the extent that interest charges have not been capitalized from the proceeds of the obligations being refinanced); and (7) Expenses, premiums and commissions of the corporation, including bond discount, deemed by the board of directors to be necessary for the issuance of the refunding bonds. A determination by the board of directors that any refinancing is advantageous or necessary to the corporation, or that any of the amounts provided in the preceding sentence should be included in such refinancing, or that any of the obligations to be refinanced should be called for redemption on the first or any subsequent available redemption date or permitted to remain outstanding until their respective dates of maturity, shall be conclusive.
(1) The principal amount of the obligations being refinanced;
(2) Applicable redemption premiums thereon;
(3) Unpaid interest on such obligations to the date of delivery or exchange of the refunding bonds;
(4) In the event the proceeds from the sale of the refunding bonds are to be deposited in trust as hereinafter provided, interest to accrue on such obligations from the date of delivery to the first or any subsequent available redemption date or dates selected, in its discretion, by the board of directors, or to the date or dates of maturity, whichever shall be determined by the board of directors to be most advantageous or necessary to the corporation;
(5) A reasonable reserve for the payment of principal of and interest on such bonds and/or a renewal and replacement reserve;
(6) If the project to be constructed from the proceeds of the obligations being refinanced has not been completed, an amount sufficient to meet the interest charges on the refunding bonds during the construction of such project and for two (2) years after the estimated date of completion (but only to the extent that interest charges have not been capitalized from the proceeds of the obligations being refinanced); and
(7) Expenses, premiums and commissions of the corporation, including bond discount, deemed by the board of directors to be necessary for the issuance of the refunding bonds. A determination by the board of directors that any refinancing is advantageous or necessary to the corporation, or that any of the amounts provided in the preceding sentence should be included in such refinancing, or that any of the obligations to be refinanced should be called for redemption on the first or any subsequent available redemption date or permitted to remain outstanding until their respective dates of maturity, shall be conclusive.
(d) Any such refunding may be effected whether the obligations to be refunded shall have then matured or shall thereafter mature, either by the exchange of the refunding bonds for the obligations to be refunded thereby with the consent of the holders of the obligations so to be refunded, or by sale of the refunding bonds and the application of the proceeds thereof to the payment of the obligations to be refunded thereby, and regardless of whether or not the obligations to be refunded were issued in connection with the same projects or separate projects, and regardless of whether or not the obligations proposed to be refunded shall be payable on the same date or different dates or shall be due serially or otherwise.
(e) If, at the time of delivery of the refunding bonds, the obligations to be refunded will not be retired or a valid and timely notice of redemption of the outstanding obligations is not given in accordance with the resolution, indenture or other instrument governing the redemption of the outstanding obligations, then, prior to the issuance of the refunding bonds, the board of directors shall cause to be given a notice of its intention to issue the refunding bonds. The notice shall be given either by mail to the owners of all of the outstanding obligations to be refunded at their addresses shown on the bond registration records for the outstanding obligations or given by publication one (1) time each in the newspaper having a general circulation in the municipality with respect to which the corporation was organized and in a financial newspaper published in New York, New York, having a national circulation. The notice shall set forth the estimated date of delivery of the refunding bonds and identify the obligations, or the individual maturities thereof, proposed to be refunded; provided, that if portions of individual maturities are proposed to be refunded, the notice shall identify the maturities subject to partial refunding in the aggregate principal amount to be refunded within each maturity. If the issuance of the refunding bonds does not occur as provided in the notice, the board of directors shall cause notice thereof to be given as provided above. Except as otherwise set forth in this section, the notice required pursuant to this section shall be given whether or not any of the obligations to be refunded are to be called for redemption.
(f) If any of the obligations to be refunded are to be called for redemption, the board of directors shall cause notice of redemption to be given in the manner required by the resolution or ordinance authorizing such outstanding obligations.
(g) The principal proceeds from the sale of any refunding bonds shall be applied only as follows: either, (1) To the immediate payment and retirement of the obligations being refunded; or (2) To the extent not required for the immediate payment of the obligations being refunded, then such proceeds shall be deposited in trust to provide for the payment and retirement of the obligations being refunded and to pay any expenses incurred in connection with such refunding, but provision may be made for the pledging and disposition of any surplus, including, without limitation, provision for the pledging of any such surplus to the payment of the principal of and interest on any issue or series of refunding bonds. Money in any such trust fund may be invested in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States government, or obligations of any agency or instrumentality of the United States government, or in certificates of deposit issued by a bank or trust company located in the state of Tennessee if such certificates shall be secured by a pledge of any obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured. Nothing herein shall be construed as a limitation on the duration of any deposit in trust for the retirement of obligations being refunded but which shall not have matured and which shall not be presently redeemable or, if presently redeemable, shall not have been called for redemption.
(1) To the immediate payment and retirement of the obligations being refunded; or
(2) To the extent not required for the immediate payment of the obligations being refunded, then such proceeds shall be deposited in trust to provide for the payment and retirement of the obligations being refunded and to pay any expenses incurred in connection with such refunding, but provision may be made for the pledging and disposition of any surplus, including, without limitation, provision for the pledging of any such surplus to the payment of the principal of and interest on any issue or series of refunding bonds. Money in any such trust fund may be invested in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States government, or obligations of any agency or instrumentality of the United States government, or in certificates of deposit issued by a bank or trust company located in the state of Tennessee if such certificates shall be secured by a pledge of any obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured. Nothing herein shall be construed as a limitation on the duration of any deposit in trust for the retirement of obligations being refunded but which shall not have matured and which shall not be presently redeemable or, if presently redeemable, shall not have been called for redemption.
Acts 1969, ch. 333, § 9; 1973, ch. 309, § 5; 1976, ch. 514, § 4; 1977, ch. 229, § 2; 1983, ch. 76, § 4; 1983, ch. 187, § 2; T.C.A., § 48-1909; Acts 1985, ch. 243, § 2; 1988, ch. 827, § 1; 1994, ch. 806, § 11; § 48-3-310.
Tenn. Code Ann. § 48-101-907 — TN Code / Title 48 / Chapter 101 / Section 48-101-907
Compliance with federal law
Status: in_force

This part shall be interpreted so as to be fully consistent with applicable federal law. Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
This part shall be interpreted so as to be fully consistent with applicable federal law.
Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Tenn. Code Ann. § 48-11-203 — TN Code / Title 48 / Chapter 11 / Section 48-11-203
Number of shareholders
Status: in_force

(a) For purposes of chapters 11-27 of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder: (1) Three (3) or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; and (3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. (b) For purposes of chapters 11-27 of this title, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person. Acts 1986, ch. 887, § 1.22.
(a) For purposes of chapters 11-27 of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder: (1) Three (3) or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; and (3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(1) Three (3) or fewer co-owners;
(2) A corporation, partnership, trust, estate, or other entity; and
(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of chapters 11-27 of this title, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
Acts 1986, ch. 887, § 1.22.
Tenn. Code Ann. § 48-231-201 — TN Code / Title 48 / Chapter 231 / Section 48-231-201
Right to dissent
Status: in_force

(a) A member of an LLC is entitled to dissent from, and obtain payment of the fair value, as determined under § 48-231-206 , of the member's membership interests in the event of, any of the following LLC actions: (1) Consummation of a plan of merger to which the LLC is a party; (2) Consummation of a sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not made in the usual or regular course of its business, but not including a disposition in dissolution described in § 48-245-501(d) , or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the members in accordance with their respective membership interests within one (1) year after the date of disposition; (3) Except as provided in the articles or operating agreement in effect when the person becomes a member or placed in such agreement without the opposing vote of the member, an amendment of the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it: (A) Alters or abolishes a preferential right of the membership interests; (B) Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution; (C) Excludes or limits the right of a member to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the acceptance of contributions or the making of contribution agreements pertaining to membership interests with similar or different voting rights; or (D) Establishes or changes the conditions for or consequences of expulsion; (4) An amendment to the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it: (A) Changes a member's right to resign or retire; or (B) Alters or abolishes a right in respect of the redemption of the membership interests, including a provision respecting a sinking fund for the redemption or repurchase of such membership interests; (5) Any other LLC action taken pursuant to a member vote to the extent the articles, the operating agreement, or a resolution approved by the members provides that dissenting members are entitled to dissent and obtain payment for their membership interests. (b) A member entitled to dissent and obtain payment for such member's membership interest under this chapter may not challenge the LLC action creating such member's entitlement unless the action is unlawful or fraudulent with respect to the member or the LLC. Acts 1994, ch. 868, § 1.
(a) A member of an LLC is entitled to dissent from, and obtain payment of the fair value, as determined under § 48-231-206 , of the member's membership interests in the event of, any of the following LLC actions: (1) Consummation of a plan of merger to which the LLC is a party; (2) Consummation of a sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not made in the usual or regular course of its business, but not including a disposition in dissolution described in § 48-245-501(d) , or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the members in accordance with their respective membership interests within one (1) year after the date of disposition; (3) Except as provided in the articles or operating agreement in effect when the person becomes a member or placed in such agreement without the opposing vote of the member, an amendment of the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it: (A) Alters or abolishes a preferential right of the membership interests; (B) Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution; (C) Excludes or limits the right of a member to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the acceptance of contributions or the making of contribution agreements pertaining to membership interests with similar or different voting rights; or (D) Establishes or changes the conditions for or consequences of expulsion; (4) An amendment to the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it: (A) Changes a member's right to resign or retire; or (B) Alters or abolishes a right in respect of the redemption of the membership interests, including a provision respecting a sinking fund for the redemption or repurchase of such membership interests; (5) Any other LLC action taken pursuant to a member vote to the extent the articles, the operating agreement, or a resolution approved by the members provides that dissenting members are entitled to dissent and obtain payment for their membership interests.
(1) Consummation of a plan of merger to which the LLC is a party;
(2) Consummation of a sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not made in the usual or regular course of its business, but not including a disposition in dissolution described in § 48-245-501(d) , or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the members in accordance with their respective membership interests within one (1) year after the date of disposition;
(3) Except as provided in the articles or operating agreement in effect when the person becomes a member or placed in such agreement without the opposing vote of the member, an amendment of the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it: (A) Alters or abolishes a preferential right of the membership interests; (B) Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution; (C) Excludes or limits the right of a member to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the acceptance of contributions or the making of contribution agreements pertaining to membership interests with similar or different voting rights; or (D) Establishes or changes the conditions for or consequences of expulsion;
(A) Alters or abolishes a preferential right of the membership interests;
(B) Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution;
(C) Excludes or limits the right of a member to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the acceptance of contributions or the making of contribution agreements pertaining to membership interests with similar or different voting rights; or
(D) Establishes or changes the conditions for or consequences of expulsion;
(4) An amendment to the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it: (A) Changes a member's right to resign or retire; or (B) Alters or abolishes a right in respect of the redemption of the membership interests, including a provision respecting a sinking fund for the redemption or repurchase of such membership interests;
(A) Changes a member's right to resign or retire; or
(B) Alters or abolishes a right in respect of the redemption of the membership interests, including a provision respecting a sinking fund for the redemption or repurchase of such membership interests;
(5) Any other LLC action taken pursuant to a member vote to the extent the articles, the operating agreement, or a resolution approved by the members provides that dissenting members are entitled to dissent and obtain payment for their membership interests.
(b) A member entitled to dissent and obtain payment for such member's membership interest under this chapter may not challenge the LLC action creating such member's entitlement unless the action is unlawful or fraudulent with respect to the member or the LLC.
Acts 1994, ch. 868, § 1.