Tenn. Code Ann. § 48-69-102 — TN Code / Title 48 / Chapter 69 / Section 48-69-102
Legislative findings
Status: in_force

(a) The general assembly finds that a need has developed for electric utility systems engaged in the distribution of electric power and energy in this state and adjoining states to have additional sources of electrical energy through traditional sources of generation and through renewable, clean and passive sources of electrical energy, as well as through other sources known and those sources yet to be known and discovered. (b) The general assembly finds that because of economies of scale needed for many forms of electrical energy supply resources, there are opportunities to acquire and operate these additional sources of energy on a cooperatively owned basis from owned or leased facilities to fulfill growing needs in and around this state. (c) The general assembly finds a need to provide a statutory framework for the creation and operation of nonprofit cooperative entities to allow groups of nonprofit cooperatives and municipally, county or other governmentally owned electric utility systems to make electrical power available at the lowest feasible cost, consistent with sound business principles, for wholesale sales to retail suppliers in communities within and without this state. Acts 2009, ch. 475, § 1.
(a) The general assembly finds that a need has developed for electric utility systems engaged in the distribution of electric power and energy in this state and adjoining states to have additional sources of electrical energy through traditional sources of generation and through renewable, clean and passive sources of electrical energy, as well as through other sources known and those sources yet to be known and discovered.
(b) The general assembly finds that because of economies of scale needed for many forms of electrical energy supply resources, there are opportunities to acquire and operate these additional sources of energy on a cooperatively owned basis from owned or leased facilities to fulfill growing needs in and around this state.
(c) The general assembly finds a need to provide a statutory framework for the creation and operation of nonprofit cooperative entities to allow groups of nonprofit cooperatives and municipally, county or other governmentally owned electric utility systems to make electrical power available at the lowest feasible cost, consistent with sound business principles, for wholesale sales to retail suppliers in communities within and without this state.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-249-406 — TN Code / Title 48 / Chapter 249 / Section 48-249-406
Required records
Status: in_force

An LLC shall keep, at its principal executive office or at another place or places within the United States determined by the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC: (1) A current list of the full name and last known business, residence or mailing address of each member, each manager or director, as applicable, and each officer, if any, of the LLC, together with the taxpayer identification number of each member of the LLC; (2) A current list of the full name and last known business, residence or mailing address of each holder of financial rights of the LLC, and a description of the financial rights held, together with the taxpayer identification number of each holder of financial rights of the LLC; (3) A copy of the articles of the LLC and all amendments to the articles; (4) A copy of any currently effective written operating agreement of the LLC; (5) Copies of the LLC's federal, state and local income tax returns and reports, if any, for the three (3) most recent years; (6) Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC for the three (3) most recent fiscal years; (7) Records of all proceedings of the members and of the holders, if any, of the LLC; (8) Any written consents obtained from the members or from the holders, if any, of the LLC; (9) Records of all proceedings of the managers or board of directors, as applicable, of the LLC for the last three (3) years; (10) A statement of all contributions accepted by the LLC under § 48-249-301 , the identity of the contributor and the agreed value of each contribution; (11) A copy of all contribution agreements created under § 48-249-301 to which the LLC is bound; and (12) A copy of the LLC's most recent annual report filed with the secretary of state under § 48-249-1017 . Acts 2005, ch. 286, § 1.
An LLC shall keep, at its principal executive office or at another place or places within the United States determined by the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC:
(1) A current list of the full name and last known business, residence or mailing address of each member, each manager or director, as applicable, and each officer, if any, of the LLC, together with the taxpayer identification number of each member of the LLC;
(2) A current list of the full name and last known business, residence or mailing address of each holder of financial rights of the LLC, and a description of the financial rights held, together with the taxpayer identification number of each holder of financial rights of the LLC;
(3) A copy of the articles of the LLC and all amendments to the articles;
(4) A copy of any currently effective written operating agreement of the LLC;
(5) Copies of the LLC's federal, state and local income tax returns and reports, if any, for the three (3) most recent years;
(6) Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC for the three (3) most recent fiscal years;
(7) Records of all proceedings of the members and of the holders, if any, of the LLC;
(8) Any written consents obtained from the members or from the holders, if any, of the LLC;
(9) Records of all proceedings of the managers or board of directors, as applicable, of the LLC for the last three (3) years;
(10) A statement of all contributions accepted by the LLC under § 48-249-301 , the identity of the contributor and the agreed value of each contribution;
(11) A copy of all contribution agreements created under § 48-249-301 to which the LLC is bound; and
(12) A copy of the LLC's most recent annual report filed with the secretary of state under § 48-249-1017 .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-103-201 — TN Code / Title 48 / Chapter 103 / Section 48-103-201
Short title - Part supplemental
Status: in_force

(a) This part shall be known and may be cited as the "Tennessee Business Combination Act." (b) The requirements of this part and parts 3-5 of this chapter shall be in addition to the requirements of applicable law, including chapters 11-27 of this title and to the applicable requirements contained in the charter or bylaws of a resident domestic corporation. Acts 1988, ch. 500, § 1; T.C.A., § 48-35-201.
(a) This part shall be known and may be cited as the "Tennessee Business Combination Act."
(b) The requirements of this part and parts 3-5 of this chapter shall be in addition to the requirements of applicable law, including chapters 11-27 of this title and to the applicable requirements contained in the charter or bylaws of a resident domestic corporation.
Acts 1988, ch. 500, § 1; T.C.A., § 48-35-201.
Tenn. Code Ann. § 48-13-101 — TN Code / Title 48 / Chapter 13 / Section 48-13-101
Purposes
Status: in_force

(a) Every corporation incorporated under chapters 11-27 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the charter. (b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under chapters 11-27 of this title only if permitted by, and subject to all limitations of, the other statute. Acts 1986, ch. 887, § 3.01.
(a) Every corporation incorporated under chapters 11-27 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the charter.
(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under chapters 11-27 of this title only if permitted by, and subject to all limitations of, the other statute.
Acts 1986, ch. 887, § 3.01.
Tenn. Code Ann. § 48-230-101 — TN Code / Title 48 / Chapter 230 / Section 48-230-101
Actions
Status: in_force

(a) Board-managed Action. A member may not commence a proceeding in the right of a domestic (or foreign) LLC unless the member was a member of such LLC when the transaction complained of occurred or unless the member becomes a member through transfer by operation of law from one who was a member at that time. (b) Member-managed Action. Notwithstanding subsection (a), if the articles or operating agreement of a domestic (or foreign) member-managed LLC permit derivative actions, a member may commence a proceeding to the same extent as a member of a board-managed LLC. Acts 1994, ch. 868, § 1.
(a) Board-managed Action. A member may not commence a proceeding in the right of a domestic (or foreign) LLC unless the member was a member of such LLC when the transaction complained of occurred or unless the member becomes a member through transfer by operation of law from one who was a member at that time.
(b) Member-managed Action. Notwithstanding subsection (a), if the articles or operating agreement of a domestic (or foreign) member-managed LLC permit derivative actions, a member may commence a proceeding to the same extent as a member of a board-managed LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-250-104 — TN Code / Title 48 / Chapter 250 / Section 48-250-104
Formation
Status: in_force

(a) A person may form a decentralized organization by having at least one (1) member sign and deliver one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized organization does not need to be a member of the organization. (b) A decentralized organization must have and continuously maintain in this state a registered agent as provided in § 48-249-109 . (c) A decentralized organization may form and operate for a lawful purpose, regardless of whether for profit. (d) A smart contract-managed decentralized organization may only form under this chapter if the underlying smart contracts are able to be amended. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
(a) A person may form a decentralized organization by having at least one (1) member sign and deliver one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized organization does not need to be a member of the organization.
(b) A decentralized organization must have and continuously maintain in this state a registered agent as provided in § 48-249-109 .
(c) A decentralized organization may form and operate for a lawful purpose, regardless of whether for profit.
(d) A smart contract-managed decentralized organization may only form under this chapter if the underlying smart contracts are able to be amended.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-249-901 — TN Code / Title 48 / Chapter 249 / Section 48-249-901
Governing law
Status: in_force

Subject to the Constitution of Tennessee: (1) The laws of the jurisdiction under which a foreign LLC is formed govern its formation, internal affairs and dissolution, and the liability of its members and representatives, regardless of whether the foreign LLC procured, or should have procured, a certificate of authority under this part; and (2) Except as provided in § 48-249-1123 , a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its formation and the laws of this state. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 46.
Subject to the Constitution of Tennessee:
(1) The laws of the jurisdiction under which a foreign LLC is formed govern its formation, internal affairs and dissolution, and the liability of its members and representatives, regardless of whether the foreign LLC procured, or should have procured, a certificate of authority under this part; and
(2) Except as provided in § 48-249-1123 , a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its formation and the laws of this state.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 46.
Tenn. Code Ann. § 48-247-106 — TN Code / Title 48 / Chapter 247 / Section 48-247-106
Appeal from secretary of state's refusal to file document
Status: in_force

(a) If the secretary of state refuses to file a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the refusal to file. (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. (d) Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Acts 1994, ch. 868, § 1.
(a) If the secretary of state refuses to file a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the refusal to file.
(b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
(d) Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-13-103 — TN Code / Title 48 / Chapter 13 / Section 48-13-103
Emergency powers
Status: in_force

(a) In anticipation of or during an emergency, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. Acts 1986, ch. 887, § 3.03; 1987, ch. 273, § 24.
(a) In anticipation of or during an emergency, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
Acts 1986, ch. 887, § 3.03; 1987, ch. 273, § 24.
Tenn. Code Ann. § 48-25-105 — TN Code / Title 48 / Chapter 25 / Section 48-25-105
Effect of certificate of authority
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 11-27 of this title. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by chapters 11-27 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) Chapters 11-27 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. (d) This state does hereby release its right of escheat by virtue of the alien origin of such foreign corporation, or the alienage or nonresidence of the shareholders of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29. Acts 1986, ch. 887, § 15.05.
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 11-27 of this title.
(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by chapters 11-27 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c) Chapters 11-27 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
(d) This state does hereby release its right of escheat by virtue of the alien origin of such foreign corporation, or the alienage or nonresidence of the shareholders of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29.
Acts 1986, ch. 887, § 15.05.
Tenn. Code Ann. § 48-101-626 — TN Code / Title 48 / Chapter 101 / Section 48-101-626
Foreign professional corporation - Application for certificate of authority
Status: in_force

The application of a foreign professional corporation for a certificate of authority to render professional services in this state shall contain the information required in § 48-25-103 , state its purpose to render a specified professional service, and include a statement that all of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer, are qualified persons with respect to the corporation. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-626.
The application of a foreign professional corporation for a certificate of authority to render professional services in this state shall contain the information required in § 48-25-103 , state its purpose to render a specified professional service, and include a statement that all of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer, are qualified persons with respect to the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-626.
Tenn. Code Ann. § 48-53-101 — TN Code / Title 48 / Chapter 53 / Section 48-53-101
Purposes
Status: in_force

(a) Every corporation incorporated under chapters 51-68 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the charter. (b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under chapters 51-68 of this title only if permitted by, and subject to all limitations of, the other statute. Acts 1987, ch. 242, § 3.01.
(a) Every corporation incorporated under chapters 51-68 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the charter.
(b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under chapters 51-68 of this title only if permitted by, and subject to all limitations of, the other statute.
Acts 1987, ch. 242, § 3.01.
Tenn. Code Ann. § 48-250-114 — TN Code / Title 48 / Chapter 250 / Section 48-250-114
Miscellaneous
Status: in_force

(a) The articles of organization and the operating agreement of a decentralized organization are effective as statements of authority. (b) If the articles of organization and operating agreement conflict, then the articles of organization control. (c) If the articles of organization and smart contract conflict, then the smart contract controls, except for provisions that comply with §§ 48-250-104 and 48-250-105(a) and (b) . Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
(a) The articles of organization and the operating agreement of a decentralized organization are effective as statements of authority.
(b) If the articles of organization and operating agreement conflict, then the articles of organization control.
(c) If the articles of organization and smart contract conflict, then the smart contract controls, except for provisions that comply with §§ 48-250-104 and 48-250-105(a) and (b) .
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-249-502 — TN Code / Title 48 / Chapter 249 / Section 48-249-502
Nature of membership interest and statement of interest owned
Status: in_force

(a) Nature of membership interest. A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC. (b) Statement of interest owned. At the request of any member or holder of financial rights in an LLC, the LLC shall state in writing the particular membership interest or financial rights, or portion of the membership interest or financial rights, owned by such member or holder as of the time the LLC makes the statement. The statement shall describe such person's rights, if any, to vote, to share in profits and losses, and to share in distributions, as well as any transfer of the member's or holder's rights then in effect. The statement shall not be deemed to be a security, as defined in § 47-8-102(a) , except as provided in § 47-8-103(c) , shall not be a negotiable instrument, shall not be deemed to be a bond or stocks, as those terms are used in § 67-2-101 , and shall not be a vehicle by which a transfer of any membership interest or financial rights may be effected. Acts 2005, ch. 286, § 1.
(a) Nature of membership interest. A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC.
(b) Statement of interest owned. At the request of any member or holder of financial rights in an LLC, the LLC shall state in writing the particular membership interest or financial rights, or portion of the membership interest or financial rights, owned by such member or holder as of the time the LLC makes the statement. The statement shall describe such person's rights, if any, to vote, to share in profits and losses, and to share in distributions, as well as any transfer of the member's or holder's rights then in effect. The statement shall not be deemed to be a security, as defined in § 47-8-102(a) , except as provided in § 47-8-103(c) , shall not be a negotiable instrument, shall not be deemed to be a bond or stocks, as those terms are used in § 67-2-101 , and shall not be a vehicle by which a transfer of any membership interest or financial rights may be effected.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-57-206 — TN Code / Title 48 / Chapter 57 / Section 48-57-206
Voting for directors - Cumulative voting
Status: in_force

(a) Unless otherwise provided in the charter or the bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) Members do not have a right to cumulate their votes for directors unless the charter or the bylaws so provide. (c) If the charter or the bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates. (d) Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless: (1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) A member who has the right to cumulate the member's votes gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice. (e) Members may not cumulatively vote if the directors and members are identical. Acts 1987, ch. 242, § 7.25.
(a) Unless otherwise provided in the charter or the bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
(b) Members do not have a right to cumulate their votes for directors unless the charter or the bylaws so provide.
(c) If the charter or the bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d) Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless: (1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) A member who has the right to cumulate the member's votes gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.
(1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) A member who has the right to cumulate the member's votes gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.
(e) Members may not cumulatively vote if the directors and members are identical.
Acts 1987, ch. 242, § 7.25.
Tenn. Code Ann. § 48-103-401 — TN Code / Title 48 / Chapter 103 / Section 48-103-401
Short title
Status: in_force

This part shall be known and may be cited as the "Tennessee Authorized Corporation Protection Act." Acts 1988, ch. 500, § 21; T.C.A., § 48-35-401.
This part shall be known and may be cited as the "Tennessee Authorized Corporation Protection Act."
Acts 1988, ch. 500, § 21; T.C.A., § 48-35-401.
Tenn. Code Ann. § 48-60-206 — TN Code / Title 48 / Chapter 60 / Section 48-60-206
Amendment to bylaws may not divert property held in trust for charitable purpose from that purpose - Exception - Financial benefit in connection with bylaws amendment prohibited - Exception
Status: in_force

(a) Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets. (b) Unless a corporation, after notifying the attorney general and reporter obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its bylaws may not affect: (1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or (2) The existing rights of persons other than its members. (c) A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (c) does not apply to the receipt of reasonable compensation for services rendered. Amended by 2016 Tenn. Acts, ch. 688,s 3, eff. 7/1/2016. Added by 2014 Tenn. Acts, ch. 899,s 63, eff. 1/1/2015.
(a) Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.
(b) Unless a corporation, after notifying the attorney general and reporter obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its bylaws may not affect: (1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or (2) The existing rights of persons other than its members.
(1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
(2) The existing rights of persons other than its members.
(c) A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (c) does not apply to the receipt of reasonable compensation for services rendered.
Amended by 2016 Tenn. Acts, ch. 688,s 3, eff. 7/1/2016.
Added by 2014 Tenn. Acts, ch. 899,s 63, eff. 1/1/2015.
Tenn. Code Ann. § 48-58-203 — TN Code / Title 48 / Chapter 58 / Section 48-58-203
Notice of meetings
Status: in_force

(a) Unless the charter, bylaws or subsection (c) provide otherwise, regular meetings of the board may be held without notice. (b) Unless the charter, bylaws or subsection (c) provide otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members, any board action to remove a director or to approve a matter, which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to § 48-58-204 . (d) Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one (1) adjournment. Acts 1987, ch. 242, § 8.22.
(a) Unless the charter, bylaws or subsection (c) provide otherwise, regular meetings of the board may be held without notice.
(b) Unless the charter, bylaws or subsection (c) provide otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) In corporations without members, any board action to remove a director or to approve a matter, which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to § 48-58-204 .
(d) Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.
Acts 1987, ch. 242, § 8.22.
Tenn. Code Ann. § 48-245-202 — TN Code / Title 48 / Chapter 245 / Section 48-245-202
Nonjudicial dissolution by members
Status: in_force

(a) Manner. An LLC may be dissolved by the members: (1) Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, requiring member action; (2) By any procedures set forth in the articles or operating agreement; or (3) By the members when authorized in the manner set forth in this section. (b) Notice and Approval. (1) The proposed dissolution must be submitted for approval at a meeting of members. Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in § 48-222-101 for meetings of members, and whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the LLC and that dissolution must be followed by the winding up and termination of the LLC. (2) If the proposed dissolution is approved at a meeting by a majority vote or such greater vote as may be provided for in the articles or operating agreement, the LLC must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to § 48-245-401 . Acts 1994, ch. 868, § 1; 1995, ch. 403, § 80; 1999, ch. 455, § 32.
(a) Manner. An LLC may be dissolved by the members: (1) Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, requiring member action; (2) By any procedures set forth in the articles or operating agreement; or (3) By the members when authorized in the manner set forth in this section.
(1) Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, requiring member action;
(2) By any procedures set forth in the articles or operating agreement; or
(3) By the members when authorized in the manner set forth in this section.
(b) Notice and Approval. (1) The proposed dissolution must be submitted for approval at a meeting of members. Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in § 48-222-101 for meetings of members, and whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the LLC and that dissolution must be followed by the winding up and termination of the LLC. (2) If the proposed dissolution is approved at a meeting by a majority vote or such greater vote as may be provided for in the articles or operating agreement, the LLC must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to § 48-245-401 .
(1) The proposed dissolution must be submitted for approval at a meeting of members. Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in § 48-222-101 for meetings of members, and whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the LLC and that dissolution must be followed by the winding up and termination of the LLC.
(2) If the proposed dissolution is approved at a meeting by a majority vote or such greater vote as may be provided for in the articles or operating agreement, the LLC must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to § 48-245-401 .
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 80; 1999, ch. 455, § 32.
Tenn. Code Ann. § 48-103-301 — TN Code / Title 48 / Chapter 103 / Section 48-103-301
Short title
Status: in_force

This part shall be known and may be cited as the "Tennessee Control Share Acquisition Act." Acts 1988, ch. 500, § 9; T.C.A., § 48-35-301.
This part shall be known and may be cited as the "Tennessee Control Share Acquisition Act."
Acts 1988, ch. 500, § 9; T.C.A., § 48-35-301.
Tenn. Code Ann. § 48-249-616 — TN Code / Title 48 / Chapter 249 / Section 48-249-616
Judicial intervention
Status: in_force

A court may grant any equitable relief it considers just and reasonable under the circumstances, may dissolve an LLC or may direct that the dissolved LLC be merged into another or new LLC or other entity, or otherwise be terminated, on the terms and conditions the court deems equitable. Acts 2005, ch. 286, § 1.
A court may grant any equitable relief it considers just and reasonable under the circumstances, may dissolve an LLC or may direct that the dissolved LLC be merged into another or new LLC or other entity, or otherwise be terminated, on the terms and conditions the court deems equitable.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-214-102 — TN Code / Title 48 / Chapter 214 / Section 48-214-102
Governing law
Status: in_force

(a) The liability of a member, holders of financial interest, governor, employee, or agent of a limited liability company formed and existing under chapters 201-248 of this title shall at all times be governed by chapters 201-248 of this title and the laws of this state. (b) If a conflict arises between the laws of this state and the laws of any other jurisdiction with regard to the liability of a member, holder of financial interest, governor, employee, or agent of a limited liability company formed and existing under chapters 201-248 of this title for the debts, obligations and liabilities of the limited liability company, or for the acts or omissions of another member, holder of financial interest, governor, employee or agent of the limited liability company, chapters 201-248 of this title and the laws of this state shall govern in determining such liability. Acts 1994, ch. 868, § 1.
(a) The liability of a member, holders of financial interest, governor, employee, or agent of a limited liability company formed and existing under chapters 201-248 of this title shall at all times be governed by chapters 201-248 of this title and the laws of this state.
(b) If a conflict arises between the laws of this state and the laws of any other jurisdiction with regard to the liability of a member, holder of financial interest, governor, employee, or agent of a limited liability company formed and existing under chapters 201-248 of this title for the debts, obligations and liabilities of the limited liability company, or for the acts or omissions of another member, holder of financial interest, governor, employee or agent of the limited liability company, chapters 201-248 of this title and the laws of this state shall govern in determining such liability.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-20-101 — TN Code / Title 48 / Chapter 20 / Section 48-20-101
Authority to amend
Status: in_force

(a) A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment. (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the charter or bylaws, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. Acts 1986, ch. 887, § 10.01; 1987, ch. 273, § 35.
(a) A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the charter or bylaws, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Acts 1986, ch. 887, § 10.01; 1987, ch. 273, § 35.
Tenn. Code Ann. § 48-101-110 — TN Code / Title 48 / Chapter 101 / Section 48-101-110
Membership of financial institutions
Status: in_force

Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as the board of directors may require, and membership shall become effective upon acceptance of such application by the board. Acts 1959, ch. 170, § 7; T.C.A., §§ 48-1710, 48-3-110.
Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as the board of directors may require, and membership shall become effective upon acceptance of such application by the board.
Acts 1959, ch. 170, § 7; T.C.A., §§ 48-1710, 48-3-110.
Tenn. Code Ann. § 48-223-101 — TN Code / Title 48 / Chapter 223 / Section 48-223-101
Actions without a meeting
Status: in_force

(a) General. Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 48-223-102 or on recommendation of the board of governors or chief manager as provided in § 48-223-103 . Any action taken pursuant to § 48-223-102 or § 48-223-103 has the effect of a meeting and vote and may be described as such in any document. Any requirement in chapters 201-248 of this title for action at a meeting will be satisfied by an action taken in accordance with § 48-223-102 or § 48-223-103 . (b) Notice to Members. If chapters 201-248 of this title, the articles or operating agreement require that notice of proposed action be given to members and the action is to be taken by members pursuant to § 48-223-102 or § 48-223-103 , then the LLC must give its members who would not be entitled to vote on such matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under § 48-223-103 . The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 34.
(a) General. Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 48-223-102 or on recommendation of the board of governors or chief manager as provided in § 48-223-103 . Any action taken pursuant to § 48-223-102 or § 48-223-103 has the effect of a meeting and vote and may be described as such in any document. Any requirement in chapters 201-248 of this title for action at a meeting will be satisfied by an action taken in accordance with § 48-223-102 or § 48-223-103 .
(b) Notice to Members. If chapters 201-248 of this title, the articles or operating agreement require that notice of proposed action be given to members and the action is to be taken by members pursuant to § 48-223-102 or § 48-223-103 , then the LLC must give its members who would not be entitled to vote on such matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under § 48-223-103 . The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 34.
Tenn. Code Ann. § 48-249-1131 — TN Code / Title 48 / Chapter 249 / Section 48-249-1131
Amendment of existing laws and right to practice profession in other forms
Status: in_force

Notwithstanding any other provision of this chapter, the prior laws of this state, with respect to the practice and regulation of professional services rendered by or through a domestic or foreign PLLC and the laws of this state relating to the regulation of professional services, are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with this chapter and are deemed amended to permit the provision of professional services within this state by domestic PLLCs and foreign PLLCs that are authorized to transact business in this state. This part does not affect an existing or future right or privilege to render professional services through the use of any other form of entity. Acts 2005, ch. 286, § 1.
Notwithstanding any other provision of this chapter, the prior laws of this state, with respect to the practice and regulation of professional services rendered by or through a domestic or foreign PLLC and the laws of this state relating to the regulation of professional services, are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with this chapter and are deemed amended to permit the provision of professional services within this state by domestic PLLCs and foreign PLLCs that are authorized to transact business in this state. This part does not affect an existing or future right or privilege to render professional services through the use of any other form of entity.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-228-201 — TN Code / Title 48 / Chapter 228 / Section 48-228-201
Financial statements for members
Status: in_force

(a) A board-managed LLC shall prepare financial statements at least annually, which may be consolidated or combined statements of the LLC and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income statement for that period. If financial statements are prepared for the LLC on the basis of generally accepted accounting principles, the financial statements must also be prepared on that basis. If requested in writing by any member or holder of financial rights, the LLC shall furnish such statements to such person as set out in subsection (c). (b) If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the chief manager or the person responsible for the LLC's accounting records: (1) Stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year. (c) An LLC shall mail the annual financial statements to each requesting member or holder of financial rights, within one (1) month after notice of the request; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the member within four (4) months after the close of the fiscal year. Acts 1994, ch. 868, § 1.
(a) A board-managed LLC shall prepare financial statements at least annually, which may be consolidated or combined statements of the LLC and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income statement for that period. If financial statements are prepared for the LLC on the basis of generally accepted accounting principles, the financial statements must also be prepared on that basis. If requested in writing by any member or holder of financial rights, the LLC shall furnish such statements to such person as set out in subsection (c).
(b) If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the chief manager or the person responsible for the LLC's accounting records: (1) Stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year.
(1) Stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year.
(c) An LLC shall mail the annual financial statements to each requesting member or holder of financial rights, within one (1) month after notice of the request; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the member within four (4) months after the close of the fiscal year.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-61-121 — TN Code / Title 48 / Chapter 61 / Section 48-61-121
Abandonment of for-profit conversion - Filing of statement of abandonment
Status: in_force

(a) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by this section, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action by the members. (b) If a for-profit conversion is abandoned under subsection (a) after articles of for-profit conversion or articles of charter surrender have been filed with the secretary of state but before the for-profit conversion has become effective, a statement that the for-profit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the for-profit conversion. The statement shall take effect upon filing, and the for-profit conversion shall be deemed abandoned and shall not become effective. Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
(a) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by this section, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action by the members.
(b) If a for-profit conversion is abandoned under subsection (a) after articles of for-profit conversion or articles of charter surrender have been filed with the secretary of state but before the for-profit conversion has become effective, a statement that the for-profit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the for-profit conversion. The statement shall take effect upon filing, and the for-profit conversion shall be deemed abandoned and shall not become effective.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-57-108 — TN Code / Title 48 / Chapter 57 / Section 48-57-108
Action by written ballot
Status: in_force

(a) Except as otherwise restricted by the charter or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation having members delivers a ballot to every member entitled to vote on the matter. (b) A ballot must: (1) Be in the form of a document; (2) Set forth each proposed action; (3) Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and (4) Provide an opportunity to vote for or against or abstain from each proposed action. (c) Approval by ballot pursuant to this section of action, unless the charter, bylaws, or chapters 51-68 of this title require a greater number of affirmative votes, is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by ballot must: (1) Indicate the number of responses needed to meet the quorum requirements; (2) State the percentage of approvals necessary to approve each matter other than election of directors; and (3) Specify the time by which a ballot must be received by the corporation having members in order to be counted. (e) Except as otherwise permitted by the charter, bylaws or ballot, a ballot may not be revoked. Amended by 2014 Tenn. Acts, ch. 899,s 23, eff. 1/1/2015. Acts 1987, ch. 242, § 7.08.
(a) Except as otherwise restricted by the charter or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation having members delivers a ballot to every member entitled to vote on the matter.
(b) A ballot must: (1) Be in the form of a document; (2) Set forth each proposed action; (3) Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and (4) Provide an opportunity to vote for or against or abstain from each proposed action.
(1) Be in the form of a document;
(2) Set forth each proposed action;
(3) Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and
(4) Provide an opportunity to vote for or against or abstain from each proposed action.
(c) Approval by ballot pursuant to this section of action, unless the charter, bylaws, or chapters 51-68 of this title require a greater number of affirmative votes, is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) All solicitations for votes by ballot must: (1) Indicate the number of responses needed to meet the quorum requirements; (2) State the percentage of approvals necessary to approve each matter other than election of directors; and (3) Specify the time by which a ballot must be received by the corporation having members in order to be counted.
(1) Indicate the number of responses needed to meet the quorum requirements;
(2) State the percentage of approvals necessary to approve each matter other than election of directors; and
(3) Specify the time by which a ballot must be received by the corporation having members in order to be counted.
(e) Except as otherwise permitted by the charter, bylaws or ballot, a ballot may not be revoked.
Amended by 2014 Tenn. Acts, ch. 899,s 23, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.08.
Tenn. Code Ann. § 48-231-101 — TN Code / Title 48 / Chapter 231 / Section 48-231-101
Chapter definitions
Status: in_force

As used in this chapter: (1) "Dissenter" means a member who is entitled to dissent from LLC action under § 48-231-201(a) and who exercises that right when and in the manner required under this chapter; (2) "Fair value" means the value of the dissenter's membership interest of an LLC immediately before the effective date of the LLC action referred to in § 48-231-201(a) , excluding any appreciation or depreciation in anticipation of the LLC action; (3) "Interest" means interest from the effective date of the action referred to in § 48-231-201(a) that gave rise to the member's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date; (4) "LLC" means an LLC whose members have obtained rights to dissent under § 48-231-201(a) , and includes any successor by merger; (5) "Member" includes a former member when dissenters' rights exist because: (A) The membership of that former member has terminated causing dissolution; and (B) The dissolved LLC has then entered into a merger under § 48-244-101 or § 48-244-201 . Acts 1994, ch. 868, § 1.
As used in this chapter:
(1) "Dissenter" means a member who is entitled to dissent from LLC action under § 48-231-201(a) and who exercises that right when and in the manner required under this chapter;
(2) "Fair value" means the value of the dissenter's membership interest of an LLC immediately before the effective date of the LLC action referred to in § 48-231-201(a) , excluding any appreciation or depreciation in anticipation of the LLC action;
(3) "Interest" means interest from the effective date of the action referred to in § 48-231-201(a) that gave rise to the member's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date;
(4) "LLC" means an LLC whose members have obtained rights to dissent under § 48-231-201(a) , and includes any successor by merger;
(5) "Member" includes a former member when dissenters' rights exist because: (A) The membership of that former member has terminated causing dissolution; and (B) The dissolved LLC has then entered into a merger under § 48-244-101 or § 48-244-201 .
(A) The membership of that former member has terminated causing dissolution; and
(B) The dissolved LLC has then entered into a merger under § 48-244-101 or § 48-244-201 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-303 — TN Code / Title 48 / Chapter 101 / Section 48-101-303
Application for incorporation
Status: in_force

(a) Whenever any number of natural persons, not less than three (3), each of whom shall be a duly qualified elector of and taxpayer in the municipality, shall file with the governing body thereof an application in writing seeking permission to apply for the incorporation of a health, educational and housing facility corporation of such municipality, the governing body shall proceed to consider such application. (b) If the governing body shall, by appropriate resolution duly adopted, find and determine that it is wise, expedient, necessary or advisable that the corporation be formed and shall authorize the persons making such application to proceed to form such corporation and shall approve the form of certificate of incorporation proposed to be used in organizing the corporation, then the persons making such application shall execute, acknowledge and file a certificate of incorporation for the corporation as hereinafter provided. (c) No corporation may be formed unless such application shall have first been filed with the governing body of the municipality and the governing body shall have adopted a resolution as provided in this section. Acts 1969, ch. 333, § 3; 1982, ch. 947, § 4; T.C.A., §§ 48-1903, 48-3-303.
(a) Whenever any number of natural persons, not less than three (3), each of whom shall be a duly qualified elector of and taxpayer in the municipality, shall file with the governing body thereof an application in writing seeking permission to apply for the incorporation of a health, educational and housing facility corporation of such municipality, the governing body shall proceed to consider such application.
(b) If the governing body shall, by appropriate resolution duly adopted, find and determine that it is wise, expedient, necessary or advisable that the corporation be formed and shall authorize the persons making such application to proceed to form such corporation and shall approve the form of certificate of incorporation proposed to be used in organizing the corporation, then the persons making such application shall execute, acknowledge and file a certificate of incorporation for the corporation as hereinafter provided.
(c) No corporation may be formed unless such application shall have first been filed with the governing body of the municipality and the governing body shall have adopted a resolution as provided in this section.
Acts 1969, ch. 333, § 3; 1982, ch. 947, § 4; T.C.A., §§ 48-1903, 48-3-303.
Tenn. Code Ann. § 48-241-111 — TN Code / Title 48 / Chapter 241 / Section 48-241-111
Standard of conduct
Status: in_force

(a) General. A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the managers in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances. (b) Reliance Permitted. In discharging such duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) Where Reliance not Permitted. A manager is not acting in good faith who has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) Limitation on Liability. A manager is not liable for any action taken as a manager, or any failure to take any action, if the manager performed the duties of the office in compliance with this section. (e) Effect of Delegation. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to § 48-241-110 is considered a manager for purposes of this section. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 65.
(a) General. A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the managers in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.
(b) Reliance Permitted. In discharging such duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(1) One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c) Where Reliance not Permitted. A manager is not acting in good faith who has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) Limitation on Liability. A manager is not liable for any action taken as a manager, or any failure to take any action, if the manager performed the duties of the office in compliance with this section.
(e) Effect of Delegation. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to § 48-241-110 is considered a manager for purposes of this section.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 65.
Tenn. Code Ann. § 48-101-628 — TN Code / Title 48 / Chapter 101 / Section 48-101-628
Filing of charter with licensing authorities required
Status: in_force

A domestic or foreign professional corporation authorized to transact business in this state may not render professional services in this state until it delivers a certified copy of its charter for filing to each licensing authority with jurisdiction over a professional service described in the charter if required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation. Acts 1992, ch. 698, § 1; 1994, ch. 846, § 1; T.C.A., § 48-3-628.
A domestic or foreign professional corporation authorized to transact business in this state may not render professional services in this state until it delivers a certified copy of its charter for filing to each licensing authority with jurisdiction over a professional service described in the charter if required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation.
Acts 1992, ch. 698, § 1; 1994, ch. 846, § 1; T.C.A., § 48-3-628.
Tenn. Code Ann. § 48-248-602 — TN Code / Title 48 / Chapter 248 / Section 48-248-602
Annual statement
Status: in_force

(a) If required by a rule promulgated by the licensing authority having authority over professional services rendered by employees and/or members of the PLLC, each domestic PLLC, and each foreign PLLC registered in this state, shall deliver for filing to each licensing authority having jurisdiction over a professional service described in the PLLC's articles an annual statement of qualification setting forth: (1) The names and usual business addresses of its members, managers and governors (or their equivalent), if any; and (2) Information required by rule promulgated by the licensing authority to determine compliance with this chapter and other rules promulgated under it. (b) The first qualification statement required under this section must be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which a domestic LLC became a PLLC, or a foreign PLLC was authorized to transact business in this state. Subsequent qualification statements must be delivered to the licensing authority between January 1 and April 1 of the following calendar years. Acts 1994, ch. 868, § 1.
(a) If required by a rule promulgated by the licensing authority having authority over professional services rendered by employees and/or members of the PLLC, each domestic PLLC, and each foreign PLLC registered in this state, shall deliver for filing to each licensing authority having jurisdiction over a professional service described in the PLLC's articles an annual statement of qualification setting forth: (1) The names and usual business addresses of its members, managers and governors (or their equivalent), if any; and (2) Information required by rule promulgated by the licensing authority to determine compliance with this chapter and other rules promulgated under it.
(1) The names and usual business addresses of its members, managers and governors (or their equivalent), if any; and
(2) Information required by rule promulgated by the licensing authority to determine compliance with this chapter and other rules promulgated under it.
(b) The first qualification statement required under this section must be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which a domestic LLC became a PLLC, or a foreign PLLC was authorized to transact business in this state. Subsequent qualification statements must be delivered to the licensing authority between January 1 and April 1 of the following calendar years.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-27-103 — TN Code / Title 48 / Chapter 27 / Section 48-27-103
Saving provisions
Status: in_force

(a) Except as provided in subsection (b), the repeal of a statute by chapters 11-27 of this title does not affect: (1) The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by § 48-11-303 for such recording or filing; (2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or (4) Any proceeding commenced, or reorganization or dissolution authorized by the board of directors, under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (b) If a penalty or punishment imposed for violation of a statute repealed by chapters 11-27 of this title is reduced by chapters 11-27 of this title, the penalty or punishment if not already imposed shall be imposed in accordance with chapters 11-27 of this title. Acts 1986, ch. 887, § 17.03; 1987, ch. 273, §§ 49, 50.
(a) Except as provided in subsection (b), the repeal of a statute by chapters 11-27 of this title does not affect: (1) The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by § 48-11-303 for such recording or filing; (2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or (4) Any proceeding commenced, or reorganization or dissolution authorized by the board of directors, under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(1) The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by § 48-11-303 for such recording or filing;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4) Any proceeding commenced, or reorganization or dissolution authorized by the board of directors, under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by chapters 11-27 of this title is reduced by chapters 11-27 of this title, the penalty or punishment if not already imposed shall be imposed in accordance with chapters 11-27 of this title.
Acts 1986, ch. 887, § 17.03; 1987, ch. 273, §§ 49, 50.
Tenn. Code Ann. § 48-58-507 — TN Code / Title 48 / Chapter 58 / Section 48-58-507
Indemnification of officers, employees, and agents
Status: in_force

Unless a corporation's charter provides otherwise: (1) An officer of the corporation who is not a director is entitled to mandatory indemnification under § 48-58-503 , and is entitled to apply for court-ordered indemnification under § 48-58-505 in each case, to the same extent as a director; (2) The corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract. Acts 1987, ch. 242, § 8.56.
Unless a corporation's charter provides otherwise:
(1) An officer of the corporation who is not a director is entitled to mandatory indemnification under § 48-58-503 , and is entitled to apply for court-ordered indemnification under § 48-58-505 in each case, to the same extent as a director;
(2) The corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
Acts 1987, ch. 242, § 8.56.
Tenn. Code Ann. § 48-11-310 — TN Code / Title 48 / Chapter 11 / Section 48-11-310
Penalty for signing false document
Status: in_force

A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor. Acts 1986, ch. 887, § 1.39; 1989, ch. 591, §§ 1, 6.
A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor.
Acts 1986, ch. 887, § 1.39; 1989, ch. 591, §§ 1, 6.
Tenn. Code Ann. § 48-56-102 — TN Code / Title 48 / Chapter 56 / Section 48-56-102
Consideration
Status: in_force

Except as provided in its charter or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. Acts 1987, ch. 242, § 6.02.
Except as provided in its charter or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
Acts 1987, ch. 242, § 6.02.
Tenn. Code Ann. § 48-58-303 — TN Code / Title 48 / Chapter 58 / Section 48-58-303
Loans to or guarantees for directors and officers
Status: in_force

(a) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation. (b) This section does not apply to loans and guarantees authorized or permitted by any other statute that regulates any special class of corporation. (c) This section does not apply to: (1) Advances to pay reimbursable expenses reasonably expected to be incurred by a director or officer; (2) Advances to pay premiums on life insurance if the advance is secured by the cash value of the policy; (3) Advances pursuant to part 5 of this chapter; (4) Loans or advances pursuant to employee benefit plans; or (5) Loans to pay relocation expenses. (d) Neither a sale on credit in the ordinary course of business nor a life insurance policy loan shall be subject to the restrictions of this section. (e) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. Amended by 2014 Tenn. Acts, ch. 899,s 40, eff. 1/1/2015. Acts 1987, ch. 242, § 8.32.
(a) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.
(b) This section does not apply to loans and guarantees authorized or permitted by any other statute that regulates any special class of corporation.
(c) This section does not apply to: (1) Advances to pay reimbursable expenses reasonably expected to be incurred by a director or officer; (2) Advances to pay premiums on life insurance if the advance is secured by the cash value of the policy; (3) Advances pursuant to part 5 of this chapter; (4) Loans or advances pursuant to employee benefit plans; or (5) Loans to pay relocation expenses.
(1) Advances to pay reimbursable expenses reasonably expected to be incurred by a director or officer;
(2) Advances to pay premiums on life insurance if the advance is secured by the cash value of the policy;
(3) Advances pursuant to part 5 of this chapter;
(4) Loans or advances pursuant to employee benefit plans; or
(5) Loans to pay relocation expenses.
(d) Neither a sale on credit in the ordinary course of business nor a life insurance policy loan shall be subject to the restrictions of this section.
(e) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
Amended by 2014 Tenn. Acts, ch. 899,s 40, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.32.
Tenn. Code Ann. § 48-249-1107 — TN Code / Title 48 / Chapter 249 / Section 48-249-1107
Professions and other business allowed to be rendered
Status: in_force

(a) Limitation by articles. A PLLC may not render any professional service, or engage in any business, other than the professional service and business authorized by its articles. (b) Other investments. Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment. Acts 2005, ch. 286, § 1.
(a) Limitation by articles. A PLLC may not render any professional service, or engage in any business, other than the professional service and business authorized by its articles.
(b) Other investments. Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-508 — TN Code / Title 48 / Chapter 249 / Section 48-249-508
Transfer of a membership interest or governance rights
Status: in_force

(a) Transferability of governance rights. A member may transfer ownership of the member's full membership interest, only by transferring all of the member's governance rights, coupled with a transfer to the same transferee of all of the member's financial rights. A member's governance rights are transferable only as provided in this section. A member has no power to transfer all or any part of the member's membership interest, except as provided in §§ 48-249-505 - 48-249-507 and this section. (b) Consents required for transfer of governance rights. (1) A member may, without the consent of any other member, transfer governance rights to another member. (2) With respect to a single-member LLC, the single member may freely transfer governance rights or membership interests, or both, in the LLC to any other person at any time. (3) Any other transfer of any governance rights is effective only if all of the members, other than the member seeking to make the transfer, approve the transfer by unanimous consent. The consent of a member may be evidenced in any manner specified in the LLC documents, but, in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by such member. The giving of consent is at the sole discretion of the consenting party and may be unreasonably withheld. (4) If any purported or attempted transfer of governance rights is ineffective for failure to obtain the required consents, the purported or attempted transfer is ineffective in its entirety, and any transfer of financial rights that accompanied the purported or attempted transfer of governance rights is null and void. (c) Effect of transfer of governance rights. When a transfer, other than a transfer for security purposes, of governance rights is effective: (1) The transferee becomes a member, if not already a member; (2) If the transferor does not retain any governance rights, the transferor ceases to be a member; (3) A transferee that has become a member has, to the extent transferred, the rights and powers, and is subject to the restrictions and liabilities, of a member under the LLC documents and this chapter; (4) Any obligations of the transferor existing at the time of transfer to make contributions to the LLC under § 48-249-302 are not binding on a transferee without knowledge of such obligations at the time the transferee became a member; (5) Any obligations of the transferor under § 48-249-307 to return wrongful distributions are not binding on a transferee without knowledge of such obligations at the time the transferee became a member; and (6) The transferor is not released from liability to the LLC for obligations of the transferor existing at the time of transfer under §§ 48-249-302 or 48-249-307 . (d) Pledges of membership interests. The pledge of, or granting of a security interest, lien or other encumbrance in or against all or any portion of the membership interest of a member, is not a transfer of ownership and shall not cause the member to cease to be a member, or to cease to have the power to exercise any rights or powers of a member. The foreclosure of such a pledge, security interest, lien or other encumbrance shall have the effect of the transfer of the financial rights derived from such membership interest and is subject to § 48-249-507(b) . (e) Consensual restrictions on transfer of governance rights. In addition to restrictions set forth in this part, restrictions on the transfer of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 48-249-507 , for restricting the transfer of financial rights. (f) Effective date of transfer. Any permissible transfer of governance rights or membership interests under this section shall be effective as to and binding on the LLC, only when the transferee's name, address, taxpayer identification number and the nature and extent of the transfer are reflected in the LLC documents or the records of the LLC. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 33.
(a) Transferability of governance rights. A member may transfer ownership of the member's full membership interest, only by transferring all of the member's governance rights, coupled with a transfer to the same transferee of all of the member's financial rights. A member's governance rights are transferable only as provided in this section. A member has no power to transfer all or any part of the member's membership interest, except as provided in §§ 48-249-505 - 48-249-507 and this section.
(b) Consents required for transfer of governance rights. (1) A member may, without the consent of any other member, transfer governance rights to another member. (2) With respect to a single-member LLC, the single member may freely transfer governance rights or membership interests, or both, in the LLC to any other person at any time. (3) Any other transfer of any governance rights is effective only if all of the members, other than the member seeking to make the transfer, approve the transfer by unanimous consent. The consent of a member may be evidenced in any manner specified in the LLC documents, but, in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by such member. The giving of consent is at the sole discretion of the consenting party and may be unreasonably withheld. (4) If any purported or attempted transfer of governance rights is ineffective for failure to obtain the required consents, the purported or attempted transfer is ineffective in its entirety, and any transfer of financial rights that accompanied the purported or attempted transfer of governance rights is null and void.
(1) A member may, without the consent of any other member, transfer governance rights to another member.
(2) With respect to a single-member LLC, the single member may freely transfer governance rights or membership interests, or both, in the LLC to any other person at any time.
(3) Any other transfer of any governance rights is effective only if all of the members, other than the member seeking to make the transfer, approve the transfer by unanimous consent. The consent of a member may be evidenced in any manner specified in the LLC documents, but, in the absence of such specification, consent shall be evidenced by a written instrument, dated and signed by such member. The giving of consent is at the sole discretion of the consenting party and may be unreasonably withheld.
(4) If any purported or attempted transfer of governance rights is ineffective for failure to obtain the required consents, the purported or attempted transfer is ineffective in its entirety, and any transfer of financial rights that accompanied the purported or attempted transfer of governance rights is null and void.
(c) Effect of transfer of governance rights. When a transfer, other than a transfer for security purposes, of governance rights is effective: (1) The transferee becomes a member, if not already a member; (2) If the transferor does not retain any governance rights, the transferor ceases to be a member; (3) A transferee that has become a member has, to the extent transferred, the rights and powers, and is subject to the restrictions and liabilities, of a member under the LLC documents and this chapter; (4) Any obligations of the transferor existing at the time of transfer to make contributions to the LLC under § 48-249-302 are not binding on a transferee without knowledge of such obligations at the time the transferee became a member; (5) Any obligations of the transferor under § 48-249-307 to return wrongful distributions are not binding on a transferee without knowledge of such obligations at the time the transferee became a member; and (6) The transferor is not released from liability to the LLC for obligations of the transferor existing at the time of transfer under §§ 48-249-302 or 48-249-307 .
(1) The transferee becomes a member, if not already a member;
(2) If the transferor does not retain any governance rights, the transferor ceases to be a member;
(3) A transferee that has become a member has, to the extent transferred, the rights and powers, and is subject to the restrictions and liabilities, of a member under the LLC documents and this chapter;
(4) Any obligations of the transferor existing at the time of transfer to make contributions to the LLC under § 48-249-302 are not binding on a transferee without knowledge of such obligations at the time the transferee became a member;
(5) Any obligations of the transferor under § 48-249-307 to return wrongful distributions are not binding on a transferee without knowledge of such obligations at the time the transferee became a member; and
(6) The transferor is not released from liability to the LLC for obligations of the transferor existing at the time of transfer under §§ 48-249-302 or 48-249-307 .
(d) Pledges of membership interests. The pledge of, or granting of a security interest, lien or other encumbrance in or against all or any portion of the membership interest of a member, is not a transfer of ownership and shall not cause the member to cease to be a member, or to cease to have the power to exercise any rights or powers of a member. The foreclosure of such a pledge, security interest, lien or other encumbrance shall have the effect of the transfer of the financial rights derived from such membership interest and is subject to § 48-249-507(b) .
(e) Consensual restrictions on transfer of governance rights. In addition to restrictions set forth in this part, restrictions on the transfer of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 48-249-507 , for restricting the transfer of financial rights.
(f) Effective date of transfer. Any permissible transfer of governance rights or membership interests under this section shall be effective as to and binding on the LLC, only when the transferee's name, address, taxpayer identification number and the nature and extent of the transfer are reflected in the LLC documents or the records of the LLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 33.
Tenn. Code Ann. § 48-102-103 — TN Code / Title 48 / Chapter 102 / Section 48-102-103
Subordinate lodges - Power to acquire and hold or convey property
Status: in_force

(a) The various subordinate lodges of the grand lodge shall be, and each thereof is, empowered to acquire and hold by purchase, deed, gift, devise, bequest, or otherwise any and all property, real and personal, necessary or deemed expedient or proper by the subordinate lodges for the legitimate and proper execution of their objects and purposes, and each and all of the subordinate lodges are empowered to sell, convey, mortgage, bond, or otherwise convey or encumber for lodge purposes, any and all of such property. (b) The subordinate lodges may sell or convey their real property only by and with the permission of the grand lodge, or the grand master. Acts 1925, ch. 136, § 2; Shan. Supp., § 2577a9; Code 1932, § 4424; Acts 1957, ch. 359, § 1; 1967, ch. 38, § 1; T.C.A. (orig. ed.), §§ 48-1503, 48-4-103.
(a) The various subordinate lodges of the grand lodge shall be, and each thereof is, empowered to acquire and hold by purchase, deed, gift, devise, bequest, or otherwise any and all property, real and personal, necessary or deemed expedient or proper by the subordinate lodges for the legitimate and proper execution of their objects and purposes, and each and all of the subordinate lodges are empowered to sell, convey, mortgage, bond, or otherwise convey or encumber for lodge purposes, any and all of such property.
(b) The subordinate lodges may sell or convey their real property only by and with the permission of the grand lodge, or the grand master.
Acts 1925, ch. 136, § 2; Shan. Supp., § 2577a9; Code 1932, § 4424; Acts 1957, ch. 359, § 1; 1967, ch. 38, § 1; T.C.A. (orig. ed.), §§ 48-1503, 48-4-103.
Tenn. Code Ann. § 48-247-202 — TN Code / Title 48 / Chapter 247 / Section 48-247-202
Deputies of secretary of state
Status: in_force

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 201-248 of this title is the equivalent of the act of the secretary of state; provided, that the deputy signs the name of the secretary of state by such deputy as deputy. Acts 1994, ch. 868, § 1.
An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 201-248 of this title is the equivalent of the act of the secretary of state; provided, that the deputy signs the name of the secretary of state by such deputy as deputy.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-622 — TN Code / Title 48 / Chapter 249 / Section 48-249-622
Right to sue or defend after termination
Status: in_force

After the existence of an LLC has been terminated, any of its former managers, directors, officers or members may assert or defend, in the name of the LLC, any claim by or against the LLC. Acts 2005, ch. 286, § 1.
After the existence of an LLC has been terminated, any of its former managers, directors, officers or members may assert or defend, in the name of the LLC, any claim by or against the LLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-703 — TN Code / Title 48 / Chapter 101 / Section 48-101-703
Application
Status: in_force

The Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title shall apply to nonprofit limited liability companies, both domestic and foreign, to the extent not inconsistent with this part. Acts 2001, ch. 418, § 1.
The Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title shall apply to nonprofit limited liability companies, both domestic and foreign, to the extent not inconsistent with this part.
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-208-104 — TN Code / Title 48 / Chapter 208 / Section 48-208-104
Service on LLC
Status: in_force

(a) Agent for Service of Process. A foreign or domestic LLC's registered agent is the LLC's agent for service of process, notice, or demand required or permitted by law to be served on the LLC. (b) Secretary of State Is Default Agent. Whenever a domestic or foreign LLC authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign LLC shall transact business or conduct affairs in this state without first obtaining a certificate of authority from the secretary of state, or whenever the certificate of authority of a foreign LLC shall have been cancelled or revoked, then the secretary of state shall be an agent of such LLC upon whom any such process, notice or demand may be served. (c) Special Agent for Workers' Compensation. Whenever a domestic or foreign LLC authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law and such LLC is, for the purpose of such Workers' Compensation Law, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such LLC shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and such commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding against it may be served as is required of insurance companies by § 56-2-103 . (d) Not Exclusive Means of Service. This section does not prescribe the only means, or necessarily the required means, of service on a domestic or foreign LLC. Acts 1994, ch. 868, § 1.
(a) Agent for Service of Process. A foreign or domestic LLC's registered agent is the LLC's agent for service of process, notice, or demand required or permitted by law to be served on the LLC.
(b) Secretary of State Is Default Agent. Whenever a domestic or foreign LLC authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign LLC shall transact business or conduct affairs in this state without first obtaining a certificate of authority from the secretary of state, or whenever the certificate of authority of a foreign LLC shall have been cancelled or revoked, then the secretary of state shall be an agent of such LLC upon whom any such process, notice or demand may be served.
(c) Special Agent for Workers' Compensation. Whenever a domestic or foreign LLC authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law and such LLC is, for the purpose of such Workers' Compensation Law, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such LLC shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and such commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding against it may be served as is required of insurance companies by § 56-2-103 .
(d) Not Exclusive Means of Service. This section does not prescribe the only means, or necessarily the required means, of service on a domestic or foreign LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-69-116 — TN Code / Title 48 / Chapter 69 / Section 48-69-116
Transaction of business by foreign corporations in adjacent states
Status: in_force

(a) Any corporation organized on a nonprofit or a cooperative basis for one (1) or more of the purposes outlined in § 48-69-106(a) and operating in a state adjacent to this state shall be permitted to transact business in this state without complying with any statute of this state pertaining to the qualification of foreign corporations for the transaction of business. (b) A foreign corporation transacting business in this state, as a prerequisite to its transaction of business in this state, shall, by an instrument executed and acknowledged in its behalf by its president or vice president and attested to by its secretary, designate to the secretary of state its agent to accept service of process in its behalf. In the event any such process is served upon the secretary of state, the secretary of state shall forward the process by registered mail to the corporation at the address specified in the instrument. (c) A foreign corporation transacting business in this state may sue and be sued in the courts of this state to the same extent that a cooperative under this chapter may sue or be sued in such courts. (d) A foreign corporation transacting business in this state may secure its notes, bonds or other evidences of indebtedness by mortgage, pledge, deed of trust or other encumbrance of any or all of its then-owned or after-acquired real or personal property, assets or franchise located or to be located in this state, and also upon its revenues and income. Acts 2009, ch. 475, § 1.
(a) Any corporation organized on a nonprofit or a cooperative basis for one (1) or more of the purposes outlined in § 48-69-106(a) and operating in a state adjacent to this state shall be permitted to transact business in this state without complying with any statute of this state pertaining to the qualification of foreign corporations for the transaction of business.
(b) A foreign corporation transacting business in this state, as a prerequisite to its transaction of business in this state, shall, by an instrument executed and acknowledged in its behalf by its president or vice president and attested to by its secretary, designate to the secretary of state its agent to accept service of process in its behalf. In the event any such process is served upon the secretary of state, the secretary of state shall forward the process by registered mail to the corporation at the address specified in the instrument.
(c) A foreign corporation transacting business in this state may sue and be sued in the courts of this state to the same extent that a cooperative under this chapter may sue or be sued in such courts.
(d) A foreign corporation transacting business in this state may secure its notes, bonds or other evidences of indebtedness by mortgage, pledge, deed of trust or other encumbrance of any or all of its then-owned or after-acquired real or personal property, assets or franchise located or to be located in this state, and also upon its revenues and income.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-55-102 — TN Code / Title 48 / Chapter 55 / Section 48-55-102
Change of registered office or registered agent
Status: in_force

(a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) The name of the corporation; (2) If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located; (3) If the current registered agent is to be changed, the name of the new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (b) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change. Acts 1987, ch. 242, § 5.02; 1991, ch. 188, § 11.
(a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) The name of the corporation; (2) If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located; (3) If the current registered agent is to be changed, the name of the new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(1) The name of the corporation;
(2) If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located;
(3) If the current registered agent is to be changed, the name of the new registered agent; and
(4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
Acts 1987, ch. 242, § 5.02; 1991, ch. 188, § 11.
Tenn. Code Ann. § 48-66-104 — TN Code / Title 48 / Chapter 66 / Section 48-66-104
Court-ordered inspection
Status: in_force

(a) If a corporation does not allow a member who complies with § 48-66-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member. (b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with § 48-66-102(b) and (c) may apply to a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection (b) on an expedited basis. (c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. Acts 1987, ch. 242, § 16.04.
(a) If a corporation does not allow a member who complies with § 48-66-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with § 48-66-102(b) and (c) may apply to a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection (b) on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Acts 1987, ch. 242, § 16.04.
Tenn. Code Ann. § 48-66-103 — TN Code / Title 48 / Chapter 66 / Section 48-66-103
Scope of inspection rights
Status: in_force

(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under § 48-66-102 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production, reproduction or transmission of the records. (d) The corporation may comply with a member's demand to inspect the record of members under § 48-66-102(b)(3) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand. (e) Copies may be provided through an electronic transmission if available and requested by the member. Amended by 2014 Tenn. Acts, ch. 899,s 84, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 83, eff. 1/1/2015. Acts 1987, ch. 242, § 16.03.
(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(b) The right to copy records under § 48-66-102 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
(d) The corporation may comply with a member's demand to inspect the record of members under § 48-66-102(b)(3) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
(e) Copies may be provided through an electronic transmission if available and requested by the member.
Amended by 2014 Tenn. Acts, ch. 899,s 84, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 83, eff. 1/1/2015.
Acts 1987, ch. 242, § 16.03.
Tenn. Code Ann. § 48-58-302 — TN Code / Title 48 / Chapter 58 / Section 48-58-302
Personal liability of director - Enforcement
Status: in_force

(a) Unless the director complies with the applicable standards of conduct described in § 48-58-301 , a director who votes for or assents to a distribution made in violation of chapters 51-68 of this title or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating chapters 51-68 of this title or the charter. (b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from: (1) Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 48-58-301 ; and (2) Each person who received an unlawful distribution for the amount of the distribution, whether or not the person receiving the distribution knew it was made in violation of chapters 51-68 of this title or the charter. (c) A proceeding to enforce: (1) The liability of a director under subsection (a) is barred unless it is commenced within two (2) years after the liability of such director has been finally adjudicated; and (2) Contribution or recoupment under subsection (b) is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated. (d) Commencement of actions described in § 48-58-601 shall be governed by such section. Amended by 2014 Tenn. Acts, ch. 899,s 39, eff. 1/1/2015. Acts 1987, ch. 242, § 8.31.
(a) Unless the director complies with the applicable standards of conduct described in § 48-58-301 , a director who votes for or assents to a distribution made in violation of chapters 51-68 of this title or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating chapters 51-68 of this title or the charter.
(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from: (1) Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 48-58-301 ; and (2) Each person who received an unlawful distribution for the amount of the distribution, whether or not the person receiving the distribution knew it was made in violation of chapters 51-68 of this title or the charter.
(1) Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 48-58-301 ; and
(2) Each person who received an unlawful distribution for the amount of the distribution, whether or not the person receiving the distribution knew it was made in violation of chapters 51-68 of this title or the charter.
(c) A proceeding to enforce: (1) The liability of a director under subsection (a) is barred unless it is commenced within two (2) years after the liability of such director has been finally adjudicated; and (2) Contribution or recoupment under subsection (b) is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated.
(1) The liability of a director under subsection (a) is barred unless it is commenced within two (2) years after the liability of such director has been finally adjudicated; and
(2) Contribution or recoupment under subsection (b) is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated.
(d) Commencement of actions described in § 48-58-601 shall be governed by such section.
Amended by 2014 Tenn. Acts, ch. 899,s 39, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.31.
Tenn. Code Ann. § 48-18-504 — TN Code / Title 48 / Chapter 18 / Section 48-18-504
Advance for expenses
Status: in_force

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in § 48-18-502 ; (2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part. (b) The undertaking required by subdivision (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (c) Determinations and authorizations of payments under this section shall be made in the manner specified in § 48-18-506 . Acts 1986, ch. 887, § 8.53; 1987, ch. 273, § 33.
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in § 48-18-502 ; (2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(1) The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in § 48-18-502 ;
(2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(b) The undertaking required by subdivision (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in § 48-18-506 .
Acts 1986, ch. 887, § 8.53; 1987, ch. 273, § 33.
Tenn. Code Ann. § 48-51-304 — TN Code / Title 48 / Chapter 51 / Section 48-51-304
Effective time and date of document
Status: in_force

(a) Except as provided in subsection (b) and § 48-51-305(c) , a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date and, if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, documents specified in § 48-51-303(a)(3)-(7), (16), (20), (21), (25), (31), (33), (34) , may not specify a delayed effective time and date. (c) The secretary of state shall not file any charter or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign corporation in accordance with chapters 55 and 65 of this title. The secretary of state shall not file any other document under chapters 51-68 of this title if at the time of filing the domestic or foreign corporation does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office, or both. Amended by 2014 Tenn. Acts, ch. 899,s 13, eff. 1/1/2015. Acts 1987, ch. 242, § 1.33; 1991, ch. 188, § 13.
(a) Except as provided in subsection (b) and § 48-51-305(c) , a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed.
(1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; or
(2) At the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date and, if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, documents specified in § 48-51-303(a)(3)-(7), (16), (20), (21), (25), (31), (33), (34) , may not specify a delayed effective time and date.
(c) The secretary of state shall not file any charter or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign corporation in accordance with chapters 55 and 65 of this title. The secretary of state shall not file any other document under chapters 51-68 of this title if at the time of filing the domestic or foreign corporation does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office, or both.
Amended by 2014 Tenn. Acts, ch. 899,s 13, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.33; 1991, ch. 188, § 13.
Tenn. Code Ann. § 48-249-501 — TN Code / Title 48 / Chapter 249 / Section 48-249-501
Admission of members
Status: in_force

(a) Admission at formation. In connection with the formation of an LLC, a person is admitted as a member of the LLC upon the later to occur of: (1) The formation of the LLC under § 48-249-201 ; or (2) The time provided in and upon compliance with the LLC documents, or, if the LLC documents do not so provide, the time at which the person's admission is reflected in the records of the LLC. (b) Admission after formation. After an LLC is formed, all members shall approve the admission of a new person as a member, the membership interest of such person and the contribution of such person. All consents under this subsection (b) may be unreasonably withheld and are in the sole discretion of the members. (c) Single member LLCs. An LLC may have one (1) or more members. Acts 2005, ch. 286, § 1.
(a) Admission at formation. In connection with the formation of an LLC, a person is admitted as a member of the LLC upon the later to occur of: (1) The formation of the LLC under § 48-249-201 ; or (2) The time provided in and upon compliance with the LLC documents, or, if the LLC documents do not so provide, the time at which the person's admission is reflected in the records of the LLC.
(1) The formation of the LLC under § 48-249-201 ; or
(2) The time provided in and upon compliance with the LLC documents, or, if the LLC documents do not so provide, the time at which the person's admission is reflected in the records of the LLC.
(b) Admission after formation. After an LLC is formed, all members shall approve the admission of a new person as a member, the membership interest of such person and the contribution of such person. All consents under this subsection (b) may be unreasonably withheld and are in the sole discretion of the members.
(c) Single member LLCs. An LLC may have one (1) or more members.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-69-104 — TN Code / Title 48 / Chapter 69 / Section 48-69-104
Operation as a nonprofit membership cooperative corporation
Status: in_force

Any corporation hereafter created, organized and operated pursuant to this chapter shall be operated as a nonprofit membership cooperative corporation. Acts 2009, ch. 475, § 1.
Any corporation hereafter created, organized and operated pursuant to this chapter shall be operated as a nonprofit membership cooperative corporation.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-16-207 — TN Code / Title 48 / Chapter 16 / Section 48-16-207
Shares without certificates
Status: in_force

(a) Unless the charter or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. (b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by § 48-16-206(b) and (c) , and, if applicable, § 48-16-208 , except that no such written statement need be sent by a corporation in respect of shares that are not subject to any restriction on transfer described in § 48-16-208 and that are issued by a corporation subject to the reporting requirements of § 13 of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78m ). Acts 1986, ch. 887, § 6.26.
(a) Unless the charter or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by § 48-16-206(b) and (c) , and, if applicable, § 48-16-208 , except that no such written statement need be sent by a corporation in respect of shares that are not subject to any restriction on transfer described in § 48-16-208 and that are issued by a corporation subject to the reporting requirements of § 13 of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78m ).
Acts 1986, ch. 887, § 6.26.
Tenn. Code Ann. § 48-103-311 — TN Code / Title 48 / Chapter 103 / Section 48-103-311
Actions for violations of part
Status: in_force

Actions may be brought in any court of competent jurisdiction for violations of this part, in the same manner as any other civil action, by the corporation, the interested shareholder, by the other shareholders of issued and outstanding voting stock of the corporation, or by the attorney general and reporter. Acts 1988, ch. 500, § 19; T.C.A., § 48-35-311.
Actions may be brought in any court of competent jurisdiction for violations of this part, in the same manner as any other civil action, by the corporation, the interested shareholder, by the other shareholders of issued and outstanding voting stock of the corporation, or by the attorney general and reporter.
Acts 1988, ch. 500, § 19; T.C.A., § 48-35-311.
Tenn. Code Ann. § 48-101-633 — TN Code / Title 48 / Chapter 101 / Section 48-101-633
Applicability
Status: in_force

(a) This part applies to all professional corporations in existence on July 1, 1993, that were incorporated under any general statute of this state providing for incorporation of corporations for profit. (b) Section 48-101-609(a)(1) does not apply to the charter of any corporation existing on July 1, 1993, unless and until a charter amendment is filed. The first charter amendment filed after June 30, 1993, by a corporation whose charter does not comply with § 48-101-609(a)(1) shall include provisions complying with such section. (c) Section 48-101-611(a) does not apply to shares outstanding on July 1, 1993, until such shares are transferred by the shareholder or otherwise reissued by the corporation. Upon such transfer or reissuance, such section shall apply. (d) This part does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-633.
(a) This part applies to all professional corporations in existence on July 1, 1993, that were incorporated under any general statute of this state providing for incorporation of corporations for profit.
(b) Section 48-101-609(a)(1) does not apply to the charter of any corporation existing on July 1, 1993, unless and until a charter amendment is filed. The first charter amendment filed after June 30, 1993, by a corporation whose charter does not comply with § 48-101-609(a)(1) shall include provisions complying with such section.
(c) Section 48-101-611(a) does not apply to shares outstanding on July 1, 1993, until such shares are transferred by the shareholder or otherwise reissued by the corporation. Upon such transfer or reissuance, such section shall apply.
(d) This part does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-633.
Tenn. Code Ann. § 48-249-305 — TN Code / Title 48 / Chapter 249 / Section 48-249-305
Sharing of and rights to distributions
Status: in_force

(a) LLC documents control. Any distributions by an LLC shall be allocated and distributed among the members and holders of financial rights in the manner provided in the LLC documents. (b) LLC documents silent. If the LLC documents do not provide for the allocations of distributions, then distributions, including distributions on termination of the LLC, except as provided in § 48-249-620 , shall be allocated among the members and holders of financial rights in equal shares. (c) Record date. The LLC documents may provide for a record date with respect to distributions. (d) In kind distributions. Neither a member nor a holder has a right to demand or receive a distribution in kind, regardless of the contribution of the member or holder. Neither a member nor a holder may be compelled to accept a distribution of any asset in kind from an LLC, to the extent that the percentage of the asset distributed to the member or holder exceeds a percentage of that asset that is equal to the percentage in which the member or holder shares in distributions from the LLC. (e) Status of recipient. If a member or holder of financial rights becomes entitled to receive a distribution, the member or holder of financial rights has the status of, and is entitled to all remedies available to, a general, unsecured creditor of the LLC with respect to the distribution. (f) Entitlement to receive distributions. A member or holder of financial rights is entitled to receive distributions before dissolution, only as provided by the LLC documents or by a majority vote of the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC, as applicable. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 24.
(a) LLC documents control. Any distributions by an LLC shall be allocated and distributed among the members and holders of financial rights in the manner provided in the LLC documents.
(b) LLC documents silent. If the LLC documents do not provide for the allocations of distributions, then distributions, including distributions on termination of the LLC, except as provided in § 48-249-620 , shall be allocated among the members and holders of financial rights in equal shares.
(c) Record date. The LLC documents may provide for a record date with respect to distributions.
(d) In kind distributions. Neither a member nor a holder has a right to demand or receive a distribution in kind, regardless of the contribution of the member or holder. Neither a member nor a holder may be compelled to accept a distribution of any asset in kind from an LLC, to the extent that the percentage of the asset distributed to the member or holder exceeds a percentage of that asset that is equal to the percentage in which the member or holder shares in distributions from the LLC.
(e) Status of recipient. If a member or holder of financial rights becomes entitled to receive a distribution, the member or holder of financial rights has the status of, and is entitled to all remedies available to, a general, unsecured creditor of the LLC with respect to the distribution.
(f) Entitlement to receive distributions. A member or holder of financial rights is entitled to receive distributions before dissolution, only as provided by the LLC documents or by a majority vote of the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC, as applicable.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 24.
Tenn. Code Ann. § 48-249-1110 — TN Code / Title 48 / Chapter 249 / Section 48-249-1110
Transfers
Status: in_force

(a) Qualified persons only. Subject to §§ 48-249-507 and 48-249-508 , a member or holder of financial rights of a PLLC may transfer such member's or holder's membership interest, governance rights or financial rights, as applicable, in the PLLC, only to qualified persons; provided, that nothing in this section shall be construed as prohibiting such a member or holder from transferring such member's or holder's financial rights to a financial institution as collateral for a loan. (b) Prohibited transfers void. A transfer of a membership interest, governance rights or financial rights that is made in violation of subsection (a), except one made by operation of law or court judgment, is void. Acts 2005, ch. 286, § 1.
(a) Qualified persons only. Subject to §§ 48-249-507 and 48-249-508 , a member or holder of financial rights of a PLLC may transfer such member's or holder's membership interest, governance rights or financial rights, as applicable, in the PLLC, only to qualified persons; provided, that nothing in this section shall be construed as prohibiting such a member or holder from transferring such member's or holder's financial rights to a financial institution as collateral for a loan.
(b) Prohibited transfers void. A transfer of a membership interest, governance rights or financial rights that is made in violation of subsection (a), except one made by operation of law or court judgment, is void.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-623 — TN Code / Title 48 / Chapter 101 / Section 48-101-623
Where professional corporation ceases to render professional services
Status: in_force

If a professional corporation ceases to render professional services, it must amend or restate its charter to delete references to rendering professional services and to conform its corporate name to the requirements of chapter 14 of this title. After the amendment becomes effective, the corporation may continue in existence as a business corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, and it is no longer subject to this part. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-623.
If a professional corporation ceases to render professional services, it must amend or restate its charter to delete references to rendering professional services and to conform its corporate name to the requirements of chapter 14 of this title. After the amendment becomes effective, the corporation may continue in existence as a business corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, and it is no longer subject to this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-623.
Tenn. Code Ann. § 48-16-103 — TN Code / Title 48 / Chapter 16 / Section 48-16-103
Issued and outstanding shares
Status: in_force

(a) A corporation may issue the number of shares of each class or series authorized by the charter. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitation of subsection (c) and to § 48-16-401 . (c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. Acts 1986, ch. 887, § 6.03.
(a) A corporation may issue the number of shares of each class or series authorized by the charter. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitation of subsection (c) and to § 48-16-401 .
(c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Acts 1986, ch. 887, § 6.03.
Tenn. Code Ann. § 48-101-111 — TN Code / Title 48 / Chapter 101 / Section 48-101-111
Duration of membership - Withdrawal
Status: in_force

Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation three (3) years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice. A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to the withdrawal of the member. Acts 1959, ch. 170, § 7; T.C.A., §§ 48-1711, 48-3-111.
Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation three (3) years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice. A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to the withdrawal of the member.
Acts 1959, ch. 170, § 7; T.C.A., §§ 48-1711, 48-3-111.
Tenn. Code Ann. § 48-102-402 — TN Code / Title 48 / Chapter 102 / Section 48-102-402
Debts for purchase or improvement of realty
Status: in_force

(a) Posts of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States have the authority and power to issue evidence of indebtedness, bearing legal interest, secured by a mortgage or deed of trust on the real estate, for the purpose of purchasing a suitable building or buildings for hall purposes or of erecting a building or hall upon their lots or for the purpose of converting a building or buildings into a suitable hall, or for the purpose of improving or repairing the same, or furnishing the same, or for purchasing and paying for grounds for burial purposes, or otherwise. All the posts which shall issue evidence of indebtedness under this part are empowered to execute a mortgage or deed of trust upon the real estate to secure and make certain the payment of the indebtedness thereby secured. (b) Such posts are further empowered, through their proper officials, to execute a mortgage or deed of trust upon any property or real estate owned by them, for the purpose of borrowing money to purchase ground for such burial place, or ground for erecting or remodeling, improving, or repairing a building suitable for hall purposes, or for repairing, or improving the same, whenever it may become necessary, or to secure the payment of any indebtedness. Acts 1925, ch. 152, § 2; Shan. Supp. § 2577a15; Code 1932, § 4429; Acts 1945, ch. 90, § 1; C. Supp. 1950, § 4429; Acts 1967, ch. 298, § 3; T.C.A. (orig. ed.), §§ 48-1520, 48-4-202.
(a) Posts of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States have the authority and power to issue evidence of indebtedness, bearing legal interest, secured by a mortgage or deed of trust on the real estate, for the purpose of purchasing a suitable building or buildings for hall purposes or of erecting a building or hall upon their lots or for the purpose of converting a building or buildings into a suitable hall, or for the purpose of improving or repairing the same, or furnishing the same, or for purchasing and paying for grounds for burial purposes, or otherwise. All the posts which shall issue evidence of indebtedness under this part are empowered to execute a mortgage or deed of trust upon the real estate to secure and make certain the payment of the indebtedness thereby secured.
(b) Such posts are further empowered, through their proper officials, to execute a mortgage or deed of trust upon any property or real estate owned by them, for the purpose of borrowing money to purchase ground for such burial place, or ground for erecting or remodeling, improving, or repairing a building suitable for hall purposes, or for repairing, or improving the same, whenever it may become necessary, or to secure the payment of any indebtedness.
Acts 1925, ch. 152, § 2; Shan. Supp. § 2577a15; Code 1932, § 4429; Acts 1945, ch. 90, § 1; C. Supp. 1950, § 4429; Acts 1967, ch. 298, § 3; T.C.A. (orig. ed.), §§ 48-1520, 48-4-202.
Tenn. Code Ann. § 48-56-301 — TN Code / Title 48 / Chapter 56 / Section 48-56-301
Resignation
Status: in_force

(a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation. Acts 1987, ch. 242, § 6.30.
(a) A member may resign at any time.
(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation.
Acts 1987, ch. 242, § 6.30.
Tenn. Code Ann. § 48-16-203 — TN Code / Title 48 / Chapter 16 / Section 48-16-203
Liability of shareholders
Status: in_force

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (§ 48-16-202 ) or specified in a preincorporation subscription agreement (§ 48-16-201 ). (b) A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct. (c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor, whether such assignment or transfer be voluntary or involuntary. (d) No person holding shares in any corporation as collateral security shall be personally liable as a shareholder, but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee, or other fiduciary shall be personally liable as a shareholder, but the estate and funds in the hands of such executor, administrator, guardian, trustee, or other fiduciary shall be liable. Acts 1986, ch. 887, § 6.22.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (§ 48-16-202 ) or specified in a preincorporation subscription agreement (§ 48-16-201 ).
(b) A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.
(c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor, whether such assignment or transfer be voluntary or involuntary.
(d) No person holding shares in any corporation as collateral security shall be personally liable as a shareholder, but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee, or other fiduciary shall be personally liable as a shareholder, but the estate and funds in the hands of such executor, administrator, guardian, trustee, or other fiduciary shall be liable.
Acts 1986, ch. 887, § 6.22.
Tenn. Code Ann. § 48-218-101 — TN Code / Title 48 / Chapter 218 / Section 48-218-101
Assignment of financial rights
Status: in_force

(a) Assignment of Financial Rights Permitted. Except as provided in subsection (c), a member's financial rights are transferable in whole or in part. (b) Effect of Assignment of Financial Rights. An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the LLC and does not entitle or empower the assignee to become a member, to cause a dissolution, to exercise any governance rights, or, except as specifically provided by chapters 201-248 of this title, to receive any notices from the LLC, or to cause dissolution. The assignment may not allow the assignee to control the member's exercise of governance rights, and any attempt to do so shall be null and void. (c) Restrictions on Assignment of Financial Rights. (1) A restriction on the assignment of financial rights may be imposed in the articles, in the operating agreement, by a written resolution adopted by the members, or by a written agreement among, or other written action by, members, or among them and the LLC. (2) A restriction on the assignment of financial rights referenced in subdivision (c)(1) that is not manifestly unreasonable under the circumstances is enforceable against the owner of the restricted financial rights. A written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted in the articles or operating agreement may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a legal representative, whether or not such successor or transferee of the owner had actual notice thereof. Unless noted in the articles or operating agreement, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. Acts 1994, ch. 868, § 1.
(a) Assignment of Financial Rights Permitted. Except as provided in subsection (c), a member's financial rights are transferable in whole or in part.
(b) Effect of Assignment of Financial Rights. An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the LLC and does not entitle or empower the assignee to become a member, to cause a dissolution, to exercise any governance rights, or, except as specifically provided by chapters 201-248 of this title, to receive any notices from the LLC, or to cause dissolution. The assignment may not allow the assignee to control the member's exercise of governance rights, and any attempt to do so shall be null and void.
(c) Restrictions on Assignment of Financial Rights. (1) A restriction on the assignment of financial rights may be imposed in the articles, in the operating agreement, by a written resolution adopted by the members, or by a written agreement among, or other written action by, members, or among them and the LLC. (2) A restriction on the assignment of financial rights referenced in subdivision (c)(1) that is not manifestly unreasonable under the circumstances is enforceable against the owner of the restricted financial rights. A written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted in the articles or operating agreement may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a legal representative, whether or not such successor or transferee of the owner had actual notice thereof. Unless noted in the articles or operating agreement, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
(1) A restriction on the assignment of financial rights may be imposed in the articles, in the operating agreement, by a written resolution adopted by the members, or by a written agreement among, or other written action by, members, or among them and the LLC.
(2) A restriction on the assignment of financial rights referenced in subdivision (c)(1) that is not manifestly unreasonable under the circumstances is enforceable against the owner of the restricted financial rights. A written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted in the articles or operating agreement may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a legal representative, whether or not such successor or transferee of the owner had actual notice thereof. Unless noted in the articles or operating agreement, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-26-104 — TN Code / Title 48 / Chapter 26 / Section 48-26-104
Court-ordered inspection
Status: in_force

(a) If a corporation does not allow a shareholder who complies with § 48-26-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder. (b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with § 48-26-102(b) and (c) may apply to the court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection (b) on an expedited basis. (c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order if the shareholder proves that the corporation refused inspection without a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder. Acts 1986, ch. 887, § 16.04.
(a) If a corporation does not allow a shareholder who complies with § 48-26-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with § 48-26-102(b) and (c) may apply to the court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection (b) on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order if the shareholder proves that the corporation refused inspection without a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Acts 1986, ch. 887, § 16.04.
Tenn. Code Ann. § 48-26-103 — TN Code / Title 48 / Chapter 26 / Section 48-26-103
Scope of inspection right
Status: in_force

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder the agent or attorney represents. (b) The right to copy records under § 48-26-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. (d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under § 48-26-102(b)(3) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand. Acts 1986, ch. 887, § 16.03.
(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder the agent or attorney represents.
(b) The right to copy records under § 48-26-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under § 48-26-102(b)(3) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
Acts 1986, ch. 887, § 16.03.
Tenn. Code Ann. § 48-241-107 — TN Code / Title 48 / Chapter 241 / Section 48-241-107
Removal of a manager
Status: in_force

(a) Unless otherwise provided in the articles or operating agreement, if the LLC is board-managed: (1) A manager serves at the pleasure of the board of governors; (2) The board of governors may remove a manager at any time with or without cause; and (3) The board of governors may eliminate any manager position other than chief manager or secretary at any time. (b) Unless otherwise provided in the articles or operating agreement, if the LLC is member-managed: (1) A manager serves at the pleasure of the members; (2) The members may remove a manager at any time with or without cause; and (3) The members may eliminate any manager position other than chief manager or secretary at any time. (c) The removal of a manager under subsection (a) or (b) is without prejudice to the contractual rights of the manager, if any. Acts 1994, ch. 868, § 1.
(a) Unless otherwise provided in the articles or operating agreement, if the LLC is board-managed: (1) A manager serves at the pleasure of the board of governors; (2) The board of governors may remove a manager at any time with or without cause; and (3) The board of governors may eliminate any manager position other than chief manager or secretary at any time.
(1) A manager serves at the pleasure of the board of governors;
(2) The board of governors may remove a manager at any time with or without cause; and
(3) The board of governors may eliminate any manager position other than chief manager or secretary at any time.
(b) Unless otherwise provided in the articles or operating agreement, if the LLC is member-managed: (1) A manager serves at the pleasure of the members; (2) The members may remove a manager at any time with or without cause; and (3) The members may eliminate any manager position other than chief manager or secretary at any time.
(1) A manager serves at the pleasure of the members;
(2) The members may remove a manager at any time with or without cause; and
(3) The members may eliminate any manager position other than chief manager or secretary at any time.
(c) The removal of a manager under subsection (a) or (b) is without prejudice to the contractual rights of the manager, if any.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-58-106 — TN Code / Title 48 / Chapter 58 / Section 48-58-106
Staggered terms for directors
Status: in_force

The charter or bylaws may provide for dividing the total number of directors into groups and staggering the terms of directors. The terms of office of the several groups need not be uniform. Acts 1987, ch. 242, § 8.06.
The charter or bylaws may provide for dividing the total number of directors into groups and staggering the terms of directors. The terms of office of the several groups need not be uniform.
Acts 1987, ch. 242, § 8.06.
Tenn. Code Ann. § 48-239-105 — TN Code / Title 48 / Chapter 239 / Section 48-239-105
Compensation
Status: in_force

Subject to any limitations in the articles or operating agreement, the board of governors may fix the compensation of governors for the following board. Such compensation is subject to approval by the members. If the initial board of governors is selected by the organizers, that board's compensation, if any, shall be retroactively established by the members at the first meeting of the members. Acts 1994, ch. 868, § 1.
Subject to any limitations in the articles or operating agreement, the board of governors may fix the compensation of governors for the following board. Such compensation is subject to approval by the members. If the initial board of governors is selected by the organizers, that board's compensation, if any, shall be retroactively established by the members at the first meeting of the members.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-20-202 — TN Code / Title 48 / Chapter 20 / Section 48-20-202
Bylaw increasing quorum or voting requirement for shareholders
Status: in_force

(a) If expressly authorized by the charter, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by chapters 11-27 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors. Acts 1986, ch. 887, § 10.21.
(a) If expressly authorized by the charter, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by chapters 11-27 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
Acts 1986, ch. 887, § 10.21.
Tenn. Code Ann. § 48-24-201 — TN Code / Title 48 / Chapter 24 / Section 48-24-201
Grounds for administrative dissolution
Status: in_force

The secretary of state may commence a proceeding under § 48-24-202 to administratively dissolve a corporation if the: (1) Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) Corporation is without a registered agent or registered office in this state for two (2) months or more; (3) Name of a corporation contained in a document filed after January 1, 1988, fails to comply with § 48-14-101 ; (4) Corporation does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; (5) Corporation's period of duration stated in its charter expires; or (6) Corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment. Acts 1986, ch. 887, § 14.20; 1989, ch. 451, § 20.
The secretary of state may commence a proceeding under § 48-24-202 to administratively dissolve a corporation if the:
(1) Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2) Corporation is without a registered agent or registered office in this state for two (2) months or more;
(3) Name of a corporation contained in a document filed after January 1, 1988, fails to comply with § 48-14-101 ;
(4) Corporation does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5) Corporation's period of duration stated in its charter expires; or
(6) Corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment.
Acts 1986, ch. 887, § 14.20; 1989, ch. 451, § 20.
Tenn. Code Ann. § 48-103-105 — TN Code / Title 48 / Chapter 103 / Section 48-103-105
Filing of solicitation materials
Status: in_force

(a) Copies of all advertisements, circulars, letters or other materials of the offeror or the offeree company, soliciting or requesting the acceptance or rejection of the takeover offer, shall be filed with the commissioner and sent to the offeree company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to offerees. (b) Solicitation materials used in connection with a takeover offer shall not contain any false statement of a material fact or omit to state a material fact necessary to make any statement made therein not misleading. The commissioner may by rule or order prohibit the use of any solicitation material deemed by the commissioner to be false or misleading. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2105, 48-5-105, 48-35-105.
(a) Copies of all advertisements, circulars, letters or other materials of the offeror or the offeree company, soliciting or requesting the acceptance or rejection of the takeover offer, shall be filed with the commissioner and sent to the offeree company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to offerees.
(b) Solicitation materials used in connection with a takeover offer shall not contain any false statement of a material fact or omit to state a material fact necessary to make any statement made therein not misleading. The commissioner may by rule or order prohibit the use of any solicitation material deemed by the commissioner to be false or misleading.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2105, 48-5-105, 48-35-105.
Tenn. Code Ann. § 48-101-313 — TN Code / Title 48 / Chapter 101 / Section 48-101-313
Nonliability of municipality
Status: in_force

The municipality shall not in any event be liable for the payment of the principal of or interest on any bonds of the corporation, or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever, which may be undertaken by the corporation, and none of the bonds of the corporations or any of its agreements or obligations shall be construed to constitute an indebtedness of the municipality within the meaning of any constitutional or statutory provision whatsoever. Acts 1969, ch. 333, § 12; T.C.A., §§ 48-1912, 48-3-313.
The municipality shall not in any event be liable for the payment of the principal of or interest on any bonds of the corporation, or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever, which may be undertaken by the corporation, and none of the bonds of the corporations or any of its agreements or obligations shall be construed to constitute an indebtedness of the municipality within the meaning of any constitutional or statutory provision whatsoever.
Acts 1969, ch. 333, § 12; T.C.A., §§ 48-1912, 48-3-313.
Tenn. Code Ann. § 48-208-101 — TN Code / Title 48 / Chapter 208 / Section 48-208-101
Registered office and registered agent
Status: in_force

(a) Registered Office and Agent. Each foreign and domestic LLC must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. (b) New Registered Agent Required. If a registered agent resigns or is unable to perform such agent's duties, the foreign or domestic designating LLC shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state. Amended by 2023 Tenn. Acts, ch. 102,s 5, eff. 7/1/2023. Acts 1994, ch. 868, § 1.
(a) Registered Office and Agent. Each foreign and domestic LLC must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b) New Registered Agent Required. If a registered agent resigns or is unable to perform such agent's duties, the foreign or domestic designating LLC shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 5, eff. 7/1/2023.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-53-202 — TN Code / Title 48 / Chapter 53 / Section 48-53-202
Nonprofit fair asset protection
Status: in_force

Notwithstanding any provision of law to the contrary, it is unlawful for: (1) A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to terminate, revoke, suspend, or fail to renew a license or charter affiliating a Tennessee nonprofit corporation with the national nonprofit corporation absent good cause; (2) A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to discriminate against a licensed or chartered affiliated Tennessee nonprofit corporation by imposing requirements not imposed on other similarly situated affiliates of the national nonprofit corporation; or (3) A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to act indirectly to accomplish what would be otherwise prohibited under this part. Acts 2018, ch. 769, § 1.
Notwithstanding any provision of law to the contrary, it is unlawful for:
(1) A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to terminate, revoke, suspend, or fail to renew a license or charter affiliating a Tennessee nonprofit corporation with the national nonprofit corporation absent good cause;
(2) A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to discriminate against a licensed or chartered affiliated Tennessee nonprofit corporation by imposing requirements not imposed on other similarly situated affiliates of the national nonprofit corporation; or
(3) A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to act indirectly to accomplish what would be otherwise prohibited under this part.
Acts 2018, ch. 769, § 1.
Tenn. Code Ann. § 48-69-109 — TN Code / Title 48 / Chapter 69 / Section 48-69-109
Election of directors - Composition of districts or divisions
Status: in_force

(a) Notwithstanding any other provision of this chapter or other laws of this state, the bylaws may provide that a G&T cooperative may elect its directors on an at-large basis or by districts or divisions, or by a combination of some number of directors to be elected at-large and some number by districts or divisions, all as the bylaws shall provide. (b) The composition of districts or divisions shall have an equitable regard for the aggregate number of end-users of the electrical power and energy served by all of the patron members in such district or division, and the amount of electrical power and energy consumed by the end-users served by each of the patron members, other communities of interest and any boundaries or other aggregations of patron members into districts or divisions. Districts or divisions may, but are not required to, be contained in the bylaws of the G&T cooperative; but if not contained in the bylaws shall be ascertainable in a reasonable form and accessible for inspection by members at the offices of the corporation upon reasonable notice and request. The boundaries of districts and divisions and the members to be contained in the districts and divisions may, but are not required to, be contiguous. (c) To be eligible for election as a district or division director, a person shall meet the qualifications for director as prescribed by § 48-69-108(b) and, in addition, the patron member for whom the person is a full-time employee shall satisfy the eligibility requirements by having its principal office within the district or division for which the person is seeking or has been nominated for election to the office of director. Acts 2009, ch. 475, § 1.
(a) Notwithstanding any other provision of this chapter or other laws of this state, the bylaws may provide that a G&T cooperative may elect its directors on an at-large basis or by districts or divisions, or by a combination of some number of directors to be elected at-large and some number by districts or divisions, all as the bylaws shall provide.
(b) The composition of districts or divisions shall have an equitable regard for the aggregate number of end-users of the electrical power and energy served by all of the patron members in such district or division, and the amount of electrical power and energy consumed by the end-users served by each of the patron members, other communities of interest and any boundaries or other aggregations of patron members into districts or divisions. Districts or divisions may, but are not required to, be contained in the bylaws of the G&T cooperative; but if not contained in the bylaws shall be ascertainable in a reasonable form and accessible for inspection by members at the offices of the corporation upon reasonable notice and request. The boundaries of districts and divisions and the members to be contained in the districts and divisions may, but are not required to, be contiguous.
(c) To be eligible for election as a district or division director, a person shall meet the qualifications for director as prescribed by § 48-69-108(b) and, in addition, the patron member for whom the person is a full-time employee shall satisfy the eligibility requirements by having its principal office within the district or division for which the person is seeking or has been nominated for election to the office of director.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-101-612 — TN Code / Title 48 / Chapter 101 / Section 48-101-612
Transfer or pledge of shares
Status: in_force

(a) (1) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional limited liability companies and professional corporations qualified under § 48-101-610 to be issued shares. (2) Nothing in this section shall be construed as prohibiting such a shareholder from pledging shares to a financial institution as collateral for a loan. (b) A transfer of shares made in violation of subsection (a), except one made by operation of law or court judgment, is void. Acts 1992, ch. 698, § 1; 1994, ch. 868, § 8; T.C.A., § 48-3-612.
(a) (1) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional limited liability companies and professional corporations qualified under § 48-101-610 to be issued shares. (2) Nothing in this section shall be construed as prohibiting such a shareholder from pledging shares to a financial institution as collateral for a loan.
(1) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional limited liability companies and professional corporations qualified under § 48-101-610 to be issued shares.
(2) Nothing in this section shall be construed as prohibiting such a shareholder from pledging shares to a financial institution as collateral for a loan.
(b) A transfer of shares made in violation of subsection (a), except one made by operation of law or court judgment, is void.
Acts 1992, ch. 698, § 1; 1994, ch. 868, § 8; T.C.A., § 48-3-612.
Tenn. Code Ann. § 48-224-104 — TN Code / Title 48 / Chapter 224 / Section 48-224-104
Record date and voting list
Status: in_force

(a) The articles or operating agreement may fix a date ("record date") for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members or to take such other action on the subject of this notice. If no date is so fixed, the record date is the close of business the business day before the first notice is sent. (b) The secretary of the LLC shall prepare a list of the names of all members who are entitled to vote at the meeting of the members and show the address of and membership interest or interests held by each member as reflected in the records of the LLC. (c) The list must be available for inspection and copying by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the LLC's principal executive office or at a place identified in the meeting notice in the city where the meeting will be held. The violation of this provision entitles any member seeking to inspect such list to equitable relief under § 48-230-105 . Acts 1994, ch. 868, § 1.
(a) The articles or operating agreement may fix a date ("record date") for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members or to take such other action on the subject of this notice. If no date is so fixed, the record date is the close of business the business day before the first notice is sent.
(b) The secretary of the LLC shall prepare a list of the names of all members who are entitled to vote at the meeting of the members and show the address of and membership interest or interests held by each member as reflected in the records of the LLC.
(c) The list must be available for inspection and copying by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the LLC's principal executive office or at a place identified in the meeting notice in the city where the meeting will be held. The violation of this provision entitles any member seeking to inspect such list to equitable relief under § 48-230-105 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-67-102 — TN Code / Title 48 / Chapter 67 / Section 48-67-102
Provisions not applicable to religious corporations
Status: in_force

(a) The following provisions of chapters 51-68 of this title shall not apply to religious corporations unless otherwise provided in their articles or bylaws: (1) Section 48-56-202 ; (2) Section 48-56-302 ; (3) Section 48-58-110(d) ; (4) Section 48-58-303 ; and (5) Section 48-64-303 . (b) If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with chapters 51-68 of this title on the same subject, the religious doctrine or canon law shall control to the extent, and only to the extent, required by the constitution of the United States or the constitution of this state, or both. Amended by 2014 Tenn. Acts, ch. 899,s 92, eff. 1/1/2015. Acts 1987, ch. 242, § 17.02.
(a) The following provisions of chapters 51-68 of this title shall not apply to religious corporations unless otherwise provided in their articles or bylaws: (1) Section 48-56-202 ; (2) Section 48-56-302 ; (3) Section 48-58-110(d) ; (4) Section 48-58-303 ; and (5) Section 48-64-303 .
(1) Section 48-56-202 ;
(2) Section 48-56-302 ;
(3) Section 48-58-110(d) ;
(4) Section 48-58-303 ; and
(5) Section 48-64-303 .
(b) If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with chapters 51-68 of this title on the same subject, the religious doctrine or canon law shall control to the extent, and only to the extent, required by the constitution of the United States or the constitution of this state, or both.
Amended by 2014 Tenn. Acts, ch. 899,s 92, eff. 1/1/2015.
Acts 1987, ch. 242, § 17.02.
Tenn. Code Ann. § 48-11-305 — TN Code / Title 48 / Chapter 11 / Section 48-11-305
Correcting filed document
Status: in_force

(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected by: (1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) Delivering the articles to the secretary of state for filing. (c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Acts 1986, ch. 887, § 1.34; 1987, ch. 273, § 14.
(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged.
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by: (1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) Delivering the articles to the secretary of state for filing.
(1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and
(A) Describe the document (including its filing date) or attach a copy of it to the articles;
(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution; and
(2) Delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Acts 1986, ch. 887, § 1.34; 1987, ch. 273, § 14.
Tenn. Code Ann. § 48-53-203 — TN Code / Title 48 / Chapter 53 / Section 48-53-203
"Good cause" defined
Status: in_force

For the purpose of this part, "good cause" means to exclude any refusal or failure by the Tennessee nonprofit corporation to make purchases of or to contract to make purchases of goods or services where the board of directors of the Tennessee nonprofit corporation determines, according to the standards set forth in § 48-58-301 , that making a purchase or contracting to make a purchase is not in the best interest of the Tennessee nonprofit corporation or is commercially unreasonable. Acts 2018, ch. 769, § 1.
For the purpose of this part, "good cause" means to exclude any refusal or failure by the Tennessee nonprofit corporation to make purchases of or to contract to make purchases of goods or services where the board of directors of the Tennessee nonprofit corporation determines, according to the standards set forth in § 48-58-301 , that making a purchase or contracting to make a purchase is not in the best interest of the Tennessee nonprofit corporation or is commercially unreasonable.
Acts 2018, ch. 769, § 1.
Tenn. Code Ann. § 48-51-302 — TN Code / Title 48 / Chapter 51 / Section 48-51-302
Forms and filing methods
Status: in_force

(a) The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title. (b) If the secretary of state so requires, then use of these forms is mandatory. Amended by 2020 Tenn. Acts, ch. 719, s 9, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 899, s 10, eff. 1/1/2015. Acts 1987, ch. 242, § 1.31.
(a) The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title.
(b) If the secretary of state so requires, then use of these forms is mandatory.
Amended by 2020 Tenn. Acts, ch. 719, s 9, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 899, s 10, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.31.
Tenn. Code Ann. § 48-103-111 — TN Code / Title 48 / Chapter 103 / Section 48-103-111
Criminal penalties
Status: in_force

(a) (1) Any person, including an affiliate or associate of an offeror or offeree company, who knowingly violates any provision of this part, or any rule promulgated under this part, or any order issued by the commissioner under any provision of this part, commits a Class A misdemeanor. (2) Any person who knowingly engages in a fraudulent practice declared unlawful in § 48-103-106 commits a Class E felony. (b) The commissioner may transmit such evidence as may be available concerning violations of this part or of any rule or order hereunder to the district attorney general in the district in which the offense was committed who may, in the district attorney general's discretion, institute criminal proceedings to enforce the penalties prescribed in this part. (c) Nothing in this part limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2111, 48-5-111; Acts 1989, ch. 591, §§ 44, 111; T.C.A., § 48-35-111.
(a) (1) Any person, including an affiliate or associate of an offeror or offeree company, who knowingly violates any provision of this part, or any rule promulgated under this part, or any order issued by the commissioner under any provision of this part, commits a Class A misdemeanor. (2) Any person who knowingly engages in a fraudulent practice declared unlawful in § 48-103-106 commits a Class E felony.
(1) Any person, including an affiliate or associate of an offeror or offeree company, who knowingly violates any provision of this part, or any rule promulgated under this part, or any order issued by the commissioner under any provision of this part, commits a Class A misdemeanor.
(2) Any person who knowingly engages in a fraudulent practice declared unlawful in § 48-103-106 commits a Class E felony.
(b) The commissioner may transmit such evidence as may be available concerning violations of this part or of any rule or order hereunder to the district attorney general in the district in which the offense was committed who may, in the district attorney general's discretion, institute criminal proceedings to enforce the penalties prescribed in this part.
(c) Nothing in this part limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2111, 48-5-111; Acts 1989, ch. 591, §§ 44, 111; T.C.A., § 48-35-111.
Tenn. Code Ann. § 48-58-202 — TN Code / Title 48 / Chapter 58 / Section 48-58-202
Action without meeting
Status: in_force

(a) Unless the charter or bylaws provide otherwise, action required or permitted by chapters 51-68 of this title to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Acts 1987, ch. 242, § 8.21.
(a) Unless the charter or bylaws provide otherwise, action required or permitted by chapters 51-68 of this title to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Acts 1987, ch. 242, § 8.21.
Tenn. Code Ann. § 48-248-603 — TN Code / Title 48 / Chapter 248 / Section 48-248-603
Rules
Status: in_force

Each licensing authority is empowered to promulgate rules expressly authorized by this chapter if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct. Acts 1994, ch. 868, § 1.
Each licensing authority is empowered to promulgate rules expressly authorized by this chapter if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-18-111 — TN Code / Title 48 / Chapter 18 / Section 48-18-111
Compensation of directors
Status: in_force

Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors. Acts 1986, ch. 887, § 8.11.
Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Acts 1986, ch. 887, § 8.11.
Tenn. Code Ann. § 48-249-1118 — TN Code / Title 48 / Chapter 249 / Section 48-249-1118
Privilege
Status: in_force

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign PLLC and to its members, holders of financial rights, directors, managers, officers and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services. Acts 2005, ch. 286, § 1.
A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign PLLC and to its members, holders of financial rights, directors, managers, officers and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-18-206 — TN Code / Title 48 / Chapter 18 / Section 48-18-206
Committees
Status: in_force

(a) Unless the charter or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors which exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of a member or members to it must be approved by the greater of: (1) A majority of all the directors in office when the action is taken; or (2) The number of directors required by the charter or bylaws to take action under § 48-18-205 . (c) Sections 48-18-201 - 48-18-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (d) To the extent specified by the board of directors or in the charter or bylaws, each committee may exercise the authority of the board of directors under § 48-18-101 . (e) A committee may not, however: (1) Authorize distributions, except according to a formula or method prescribed by the board of directors; (2) Fill vacancies on the board of directors or on any of its committees; (3) Adopt, amend, or repeal bylaws; (4) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (5) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors. (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-18-301 . Acts 1986, ch. 887, § 8.25; 1994, ch. 776, § 31.
(a) Unless the charter or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors which exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of a member or members to it must be approved by the greater of: (1) A majority of all the directors in office when the action is taken; or (2) The number of directors required by the charter or bylaws to take action under § 48-18-205 .
(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the charter or bylaws to take action under § 48-18-205 .
(c) Sections 48-18-201 - 48-18-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d) To the extent specified by the board of directors or in the charter or bylaws, each committee may exercise the authority of the board of directors under § 48-18-101 .
(e) A committee may not, however: (1) Authorize distributions, except according to a formula or method prescribed by the board of directors; (2) Fill vacancies on the board of directors or on any of its committees; (3) Adopt, amend, or repeal bylaws; (4) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (5) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.
(1) Authorize distributions, except according to a formula or method prescribed by the board of directors;
(2) Fill vacancies on the board of directors or on any of its committees;
(3) Adopt, amend, or repeal bylaws;
(4) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(5) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-18-301 .
Acts 1986, ch. 887, § 8.25; 1994, ch. 776, § 31.
Tenn. Code Ann. § 48-11-308 — TN Code / Title 48 / Chapter 11 / Section 48-11-308
Evidentiary effect of copy of filed document
Status: in_force

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile or other electronic format) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 1986, ch. 887, § 1.37; 1987, ch. 273, § 17; 2012, ch. 1051, § 15.
A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile or other electronic format) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1986, ch. 887, § 1.37; 1987, ch. 273, § 17; 2012, ch. 1051, § 15.