Tenn. Code Ann. § 48-61-122 — TN Code / Title 48 / Chapter 61 / Section 48-61-122
Limitations on entities with which a public benefit corporation may be a party to a merger, membership exchange, entity conversion or for-profit conversion transaction
Status: in_force

(a) Without the prior approval of a court of record of this state having equity jurisdiction in a proceeding of which the attorney general and reporter has been given written notice of a plan of merger or membership exchange, a plan of entity conversion, or a plan of for-profit conversion in accordance with § 48-61-123 ; or unless the attorney general and reporter, after receiving written notice to the attorney general in accordance with § 48-61-123 , has issued a written statement of no enforcement intent with respect to the plan, a public benefit corporation may be a party to a merger, membership exchange, entity conversion or for-profit conversion transaction described in this chapter only with: (1) A domestic nonprofit public benefit corporation; (2) A foreign nonprofit corporation which would qualify under chapters 51-68 of this title as a public benefit corporation; (3) A foreign or domestic corporation for profit; provided, that the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the transaction; or (4) A foreign or domestic corporation for profit that is the surviving corporation; provided that: (A) On or prior to the effective date of the transaction, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred or conveyed to one (1) or more persons who would have received its assets under § 48-64-106(a)(5) and (a)(6) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the transaction, in accordance with such condition; (C) The transaction is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents or consultants of the for-profit corporation; and (D) A copy of the plan of transaction is submitted to the attorney general and reporter not less than forty-five (45) days prior to the effective date of the transaction. (b) A public benefit corporation must give written notice to the attorney general and reporter in accordance with § 48-61-123 . (c) In a transaction to which subdivisions (a)(1), (a)(2) or (a)(3) applies, when a public benefit corporation with members consummates the transaction, each member of the public benefit corporation may only receive or keep a membership or membership interest in the surviving public benefit corporation if the surviving public benefit corporation has memberships or membership interests in accordance with the plan. (d) Unless a public benefit corporation that is a party to a transaction under this chapter has obtained an order of a court of record in this state having equity jurisdiction to the extent required by the law of this state regarding cy pres or otherwise dealing with the nondiversion of charitable assets, the transaction may not alter, amend, or change the following: (1) Any restriction or limitation imposed on the public benefit corporation by its documents that may not be altered, amended or changed by its officers, board of directors, members or interest holders; (2) Any restriction imposed on any assets or property held by the public benefit corporation by virtue of any trust under which it holds the assets or property; or (3) The existing rights and interests of persons other than members or interest holders in the public benefit corporation. (e) In any transaction in which a public corporation is a party to a merger, membership exchange, entity conversion or for-profit conversion transaction under this chapter, the public benefit corporation must comply with § 48-62-103(a) with respect to the corporation's assets and property. (f) A person who is a member, interest holder or is otherwise affiliated with a public benefit corporation or an unincorporated entity with a charitable purpose may not receive a direct or indirect financial benefit in connection with a transaction under this chapter to which the public benefit corporation is a party unless the party is itself a public benefit corporation or a charitable corporation or unincorporated entity with a charitable purpose. This subsection (f) does not apply to the receipt of reasonable compensation for services rendered. Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
(a) Without the prior approval of a court of record of this state having equity jurisdiction in a proceeding of which the attorney general and reporter has been given written notice of a plan of merger or membership exchange, a plan of entity conversion, or a plan of for-profit conversion in accordance with § 48-61-123 ; or unless the attorney general and reporter, after receiving written notice to the attorney general in accordance with § 48-61-123 , has issued a written statement of no enforcement intent with respect to the plan, a public benefit corporation may be a party to a merger, membership exchange, entity conversion or for-profit conversion transaction described in this chapter only with: (1) A domestic nonprofit public benefit corporation; (2) A foreign nonprofit corporation which would qualify under chapters 51-68 of this title as a public benefit corporation; (3) A foreign or domestic corporation for profit; provided, that the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the transaction; or (4) A foreign or domestic corporation for profit that is the surviving corporation; provided that: (A) On or prior to the effective date of the transaction, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred or conveyed to one (1) or more persons who would have received its assets under § 48-64-106(a)(5) and (a)(6) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the transaction, in accordance with such condition; (C) The transaction is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents or consultants of the for-profit corporation; and (D) A copy of the plan of transaction is submitted to the attorney general and reporter not less than forty-five (45) days prior to the effective date of the transaction.
(1) A domestic nonprofit public benefit corporation;
(2) A foreign nonprofit corporation which would qualify under chapters 51-68 of this title as a public benefit corporation;
(3) A foreign or domestic corporation for profit; provided, that the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the transaction; or
(4) A foreign or domestic corporation for profit that is the surviving corporation; provided that: (A) On or prior to the effective date of the transaction, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred or conveyed to one (1) or more persons who would have received its assets under § 48-64-106(a)(5) and (a)(6) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the transaction, in accordance with such condition; (C) The transaction is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents or consultants of the for-profit corporation; and (D) A copy of the plan of transaction is submitted to the attorney general and reporter not less than forty-five (45) days prior to the effective date of the transaction.
(A) On or prior to the effective date of the transaction, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred or conveyed to one (1) or more persons who would have received its assets under § 48-64-106(a)(5) and (a)(6) had it dissolved;
(B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the transaction, in accordance with such condition;
(C) The transaction is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents or consultants of the for-profit corporation; and
(D) A copy of the plan of transaction is submitted to the attorney general and reporter not less than forty-five (45) days prior to the effective date of the transaction.
(b) A public benefit corporation must give written notice to the attorney general and reporter in accordance with § 48-61-123 .
(c) In a transaction to which subdivisions (a)(1), (a)(2) or (a)(3) applies, when a public benefit corporation with members consummates the transaction, each member of the public benefit corporation may only receive or keep a membership or membership interest in the surviving public benefit corporation if the surviving public benefit corporation has memberships or membership interests in accordance with the plan.
(d) Unless a public benefit corporation that is a party to a transaction under this chapter has obtained an order of a court of record in this state having equity jurisdiction to the extent required by the law of this state regarding cy pres or otherwise dealing with the nondiversion of charitable assets, the transaction may not alter, amend, or change the following: (1) Any restriction or limitation imposed on the public benefit corporation by its documents that may not be altered, amended or changed by its officers, board of directors, members or interest holders; (2) Any restriction imposed on any assets or property held by the public benefit corporation by virtue of any trust under which it holds the assets or property; or (3) The existing rights and interests of persons other than members or interest holders in the public benefit corporation.
(1) Any restriction or limitation imposed on the public benefit corporation by its documents that may not be altered, amended or changed by its officers, board of directors, members or interest holders;
(2) Any restriction imposed on any assets or property held by the public benefit corporation by virtue of any trust under which it holds the assets or property; or
(3) The existing rights and interests of persons other than members or interest holders in the public benefit corporation.
(e) In any transaction in which a public corporation is a party to a merger, membership exchange, entity conversion or for-profit conversion transaction under this chapter, the public benefit corporation must comply with § 48-62-103(a) with respect to the corporation's assets and property.
(f) A person who is a member, interest holder or is otherwise affiliated with a public benefit corporation or an unincorporated entity with a charitable purpose may not receive a direct or indirect financial benefit in connection with a transaction under this chapter to which the public benefit corporation is a party unless the party is itself a public benefit corporation or a charitable corporation or unincorporated entity with a charitable purpose. This subsection (f) does not apply to the receipt of reasonable compensation for services rendered.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-60-102 — TN Code / Title 48 / Chapter 60 / Section 48-60-102
Amendment by board of directors
Status: in_force

(a) Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without member approval to: (1) Delete the names and addresses of the initial directors; (2) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (3) Designate or change the address of the principal office of the corporation and a mailing address if the United States Postal Service does not deliver to the principal office; (4) Change the corporate name by substituting the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; (5) Designate the street address and zip code of the corporation's current registered office, the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-68-101(b) ; (6) Delete the initial principal office, if an annual report is on file with the secretary of state; (7) Make any other change expressly permitted by chapters 51-68 of this title to be made by director action without member action; (8) Restate without change all of the then operative provisions of the charter; or (9) Extend the duration of the corporation, including perpetual duration, if it was incorporated at a time when limited duration was required by law. (b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one (1) or more amendments to the corporation's charter subject to any approval required pursuant to § 48-60-301 . The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with § 48-58-203 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the charter and contain or be accompanied by a copy or summary of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. Amended by 2014 Tenn. Acts, ch. 899,s 56, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 55, eff. 1/1/2015. Acts 1987, ch. 242, § 10.02; 1989, ch. 445, § 8; 1991, ch. 188, § 4.
(a) Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without member approval to: (1) Delete the names and addresses of the initial directors; (2) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (3) Designate or change the address of the principal office of the corporation and a mailing address if the United States Postal Service does not deliver to the principal office; (4) Change the corporate name by substituting the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; (5) Designate the street address and zip code of the corporation's current registered office, the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-68-101(b) ; (6) Delete the initial principal office, if an annual report is on file with the secretary of state; (7) Make any other change expressly permitted by chapters 51-68 of this title to be made by director action without member action; (8) Restate without change all of the then operative provisions of the charter; or (9) Extend the duration of the corporation, including perpetual duration, if it was incorporated at a time when limited duration was required by law.
(1) Delete the names and addresses of the initial directors;
(2) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(3) Designate or change the address of the principal office of the corporation and a mailing address if the United States Postal Service does not deliver to the principal office;
(4) Change the corporate name by substituting the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name;
(5) Designate the street address and zip code of the corporation's current registered office, the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-68-101(b) ;
(6) Delete the initial principal office, if an annual report is on file with the secretary of state;
(7) Make any other change expressly permitted by chapters 51-68 of this title to be made by director action without member action;
(8) Restate without change all of the then operative provisions of the charter; or
(9) Extend the duration of the corporation, including perpetual duration, if it was incorporated at a time when limited duration was required by law.
(b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one (1) or more amendments to the corporation's charter subject to any approval required pursuant to § 48-60-301 . The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with § 48-58-203 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the charter and contain or be accompanied by a copy or summary of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
Amended by 2014 Tenn. Acts, ch. 899,s 56, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 55, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.02; 1989, ch. 445, § 8; 1991, ch. 188, § 4.
Tenn. Code Ann. § 48-203-101 — TN Code / Title 48 / Chapter 203 / Section 48-203-101
Purposes
Status: in_force

(a) Any Lawful Purpose. Every LLC organized under chapters 201-248 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles. (b) Regulation by Another Statute. An LLC engaging in a business that is subject to regulation under another statute of this state may organize under chapters 201-248 of this title only if permitted by, and subject to all limitations of, the other statute. Acts 1994, ch. 868, § 1.
(a) Any Lawful Purpose. Every LLC organized under chapters 201-248 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles.
(b) Regulation by Another Statute. An LLC engaging in a business that is subject to regulation under another statute of this state may organize under chapters 201-248 of this title only if permitted by, and subject to all limitations of, the other statute.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-203 — TN Code / Title 48 / Chapter 101 / Section 48-101-203
Recognized form of association
Status: in_force

A Massachusetts trust is permitted as a recognized form of association for the conduct of business within the state of Tennessee. Acts 1961, ch. 247, § 3; T.C.A., §§ 48-1803, 48-3-203.
A Massachusetts trust is permitted as a recognized form of association for the conduct of business within the state of Tennessee.
Acts 1961, ch. 247, § 3; T.C.A., §§ 48-1803, 48-3-203.
Tenn. Code Ann. § 48-14-103 — TN Code / Title 48 / Chapter 14 / Section 48-14-103
Registered name
Status: in_force

(a) A foreign corporation may register its corporate name, or an assumed corporate name under which it transacts business, or its corporate name with any addition pursuant to § 48-25-106 , if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under § 48-14-101(b) . (b) A foreign corporation registers its corporate name, or its assumed corporate name, or its corporate name with any addition pursuant to § 48-25-106 , by delivering to the secretary of state for filing an application: (1) Setting forth its corporate name, its assumed corporate name, or its corporate name with any addition pursuant to § 48-25-106 , the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state. (c) The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs. (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 11-27 of this title or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. Acts 1986, ch. 887, § 4.03; 1987, ch. 273, § 28.
(a) A foreign corporation may register its corporate name, or an assumed corporate name under which it transacts business, or its corporate name with any addition pursuant to § 48-25-106 , if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under § 48-14-101(b) .
(b) A foreign corporation registers its corporate name, or its assumed corporate name, or its corporate name with any addition pursuant to § 48-25-106 , by delivering to the secretary of state for filing an application: (1) Setting forth its corporate name, its assumed corporate name, or its corporate name with any addition pursuant to § 48-25-106 , the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state.
(1) Setting forth its corporate name, its assumed corporate name, or its corporate name with any addition pursuant to § 48-25-106 , the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and
(2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state.
(c) The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 11-27 of this title or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
Acts 1986, ch. 887, § 4.03; 1987, ch. 273, § 28.
Tenn. Code Ann. § 48-228-102 — TN Code / Title 48 / Chapter 228 / Section 48-228-102
Inspection of records by members
Status: in_force

(a) Right of Inspection. A member of an LLC is entitled to inspect and copy, during regular business hours at the LLC's principal executive office, any of the records of the LLC described in § 48-228-101 , if the member gives the LLC written notice of such demand at least five (5) business days before the date on which the member wishes to inspect and copy. (b) No Limitation. The right of inspection granted by this section may not be abolished or limited by an LLC's articles or operating agreement. (c) Other Rights and Powers Unaffected. This section does not affect: (1) The right of a member to inspect records, if the member is in litigation with the LLC, to the same extent as any other litigant; or (2) The power of a court to compel the production of records for examination. Acts 1994, ch. 868, § 1.
(a) Right of Inspection. A member of an LLC is entitled to inspect and copy, during regular business hours at the LLC's principal executive office, any of the records of the LLC described in § 48-228-101 , if the member gives the LLC written notice of such demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(b) No Limitation. The right of inspection granted by this section may not be abolished or limited by an LLC's articles or operating agreement.
(c) Other Rights and Powers Unaffected. This section does not affect: (1) The right of a member to inspect records, if the member is in litigation with the LLC, to the same extent as any other litigant; or (2) The power of a court to compel the production of records for examination.
(1) The right of a member to inspect records, if the member is in litigation with the LLC, to the same extent as any other litigant; or
(2) The power of a court to compel the production of records for examination.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-218-104 — TN Code / Title 48 / Chapter 218 / Section 48-218-104
Effective date of assignments
Status: in_force

Any permissible assignment of financial rights under § 48-218-101 and of governance rights under § 48-218-102 will be effective as to and binding on the LLC only when the assignee's name, address, social security or taxpayer identification number and the nature and extent of the assignment are reflected in the required records of the LLC. Acts 1994, ch. 868, § 1.
Any permissible assignment of financial rights under § 48-218-101 and of governance rights under § 48-218-102 will be effective as to and binding on the LLC only when the assignee's name, address, social security or taxpayer identification number and the nature and extent of the assignment are reflected in the required records of the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-55-105 — TN Code / Title 48 / Chapter 55 / Section 48-55-105
Procedure for service on domestic or foreign corporation by service on secretary of state
Status: in_force

(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign corporation as provided in § 48-55-104(b) , of any process, notice, or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice, or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds, as listed in § 48-55-104(b) , for service on the secretary of state is applicable, must be included. The secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such corporation at its registered office or principal office as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such corporation is incorporated. If none of the previously mentioned addresses are available to the secretary of state, service may be made on any one (1) of the incorporators at the address set forth in the charter. The secretary of state may require the plaintiff (or complainant as the case may be) or such person's attorney to furnish the latter address. (b) The refusal or failure of such corporation to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service; and any such corporation refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained therein. (c) When the registered or certified mail return receipt is received by the secretary of state or when a corporation refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice, or demand, a copy of the notice sent to the defendant corporation and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit, and copy of notice shall be and become a part of the technical record in the suit or action and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state. (d) Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign corporation may be served on the secretary of state as agent for such defendant corporation in the same manner, at the same cost and with the same effect as process, notice, or demand are served on the secretary of state as agent for such defendant corporation under this section. (e) No appearance shall be required in the suit or action by the defendant domestic or foreign corporation nor shall any judgment be taken against the defendant domestic or foreign corporation in less than one (1) month after the date service is complete under this section. (f) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, which record shall include the time of such service and the secretary of state's action with reference thereto. Acts 1987, ch. 242, § 5.05; 1989, ch. 445, § 5.
(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign corporation as provided in § 48-55-104(b) , of any process, notice, or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice, or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds, as listed in § 48-55-104(b) , for service on the secretary of state is applicable, must be included. The secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such corporation at its registered office or principal office as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such corporation is incorporated. If none of the previously mentioned addresses are available to the secretary of state, service may be made on any one (1) of the incorporators at the address set forth in the charter. The secretary of state may require the plaintiff (or complainant as the case may be) or such person's attorney to furnish the latter address.
(b) The refusal or failure of such corporation to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service; and any such corporation refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained therein.
(c) When the registered or certified mail return receipt is received by the secretary of state or when a corporation refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice, or demand, a copy of the notice sent to the defendant corporation and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit, and copy of notice shall be and become a part of the technical record in the suit or action and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state.
(d) Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign corporation may be served on the secretary of state as agent for such defendant corporation in the same manner, at the same cost and with the same effect as process, notice, or demand are served on the secretary of state as agent for such defendant corporation under this section.
(e) No appearance shall be required in the suit or action by the defendant domestic or foreign corporation nor shall any judgment be taken against the defendant domestic or foreign corporation in less than one (1) month after the date service is complete under this section.
(f) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, which record shall include the time of such service and the secretary of state's action with reference thereto.
Acts 1987, ch. 242, § 5.05; 1989, ch. 445, § 5.
Tenn. Code Ann. § 48-24-102 — TN Code / Title 48 / Chapter 24 / Section 48-24-102
Dissolution by board of directors and shareholders
Status: in_force

(a) A corporation may be voluntarily dissolved by the written consent of its shareholders in accordance with § 48-17-104 . (b) A corporation's board of directors may propose dissolution for submission to the shareholders. (c) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (f). (d) The board of directors may condition its submission of the proposal for dissolution on any basis. (e) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation. (f) Unless the charter or the board of directors (acting pursuant to subsection (d)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted shall be approved by a majority of all the votes entitled to be cast on that proposal. Acts 1986, ch. 887, § 14.02.
(a) A corporation may be voluntarily dissolved by the written consent of its shareholders in accordance with § 48-17-104 .
(b) A corporation's board of directors may propose dissolution for submission to the shareholders.
(c) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (f).
(1) The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (f).
(d) The board of directors may condition its submission of the proposal for dissolution on any basis.
(e) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.
(f) Unless the charter or the board of directors (acting pursuant to subsection (d)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted shall be approved by a majority of all the votes entitled to be cast on that proposal.
Acts 1986, ch. 887, § 14.02.
Tenn. Code Ann. § 48-101-903 — TN Code / Title 48 / Chapter 101 / Section 48-101-903
Registration of neighborhood preservation nonprofit corporation - Filing of plat for subject real property
Status: in_force

(a) A corporation seeking designation as a neighborhood preservation nonprofit corporation under this part shall register with the secretary of state by requesting the designation of neighborhood preservation nonprofit corporation in its charter. (b) In addition to any other fee for registering the corporation pursuant to applicable law, the secretary of state may also require a fee for acquiring the designation as a neighborhood preservation nonprofit corporation. (c) Prior to registering with the secretary of state as set forth in subsection (a), a corporation shall file in the office of the register of deeds in the county that the real property is located a plat that shows the real property that the corporation shall apply its assets towards to preserve and protect from blight, crime, and other purposes. Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
(a) A corporation seeking designation as a neighborhood preservation nonprofit corporation under this part shall register with the secretary of state by requesting the designation of neighborhood preservation nonprofit corporation in its charter.
(b) In addition to any other fee for registering the corporation pursuant to applicable law, the secretary of state may also require a fee for acquiring the designation as a neighborhood preservation nonprofit corporation.
(c) Prior to registering with the secretary of state as set forth in subsection (a), a corporation shall file in the office of the register of deeds in the county that the real property is located a plat that shows the real property that the corporation shall apply its assets towards to preserve and protect from blight, crime, and other purposes.
Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Tenn. Code Ann. § 48-69-121 — TN Code / Title 48 / Chapter 69 / Section 48-69-121
Utility districts created under title 7, chapter 82 exempt from chapter
Status: in_force

Notwithstanding any provision of this chapter to the contrary, it is the specific intent of this chapter that all utility districts hereafter created under title 7, chapter 82, or any similar provision, shall be specifically exempt from this chapter. Acts 2009, ch. 475, § 1.
Notwithstanding any provision of this chapter to the contrary, it is the specific intent of this chapter that all utility districts hereafter created under title 7, chapter 82, or any similar provision, shall be specifically exempt from this chapter.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-11-304 — TN Code / Title 48 / Chapter 11 / Section 48-11-304
Effective time and date of document
Status: in_force

(a) Except as provided in subsection (b) and § 48-11-305(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; and (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 not 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 § 48-11-303(a)(3)-(7), (15), (16), (20), (21), (25), (31), (33) and (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 15 and 25 of this title. The secretary of state shall not file any other document under chapters 11-27 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. Acts 1986, ch. 887, § 1.33; 1987, ch. 273, §§ 10-13; 1991, ch. 188, § 13; 2012, ch. 1051, § 13.
(a) Except as provided in subsection (b) and § 48-11-305(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; and (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; and
(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 not 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 § 48-11-303(a)(3)-(7), (15), (16), (20), (21), (25), (31), (33) and (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 15 and 25 of this title. The secretary of state shall not file any other document under chapters 11-27 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.
Acts 1986, ch. 887, § 1.33; 1987, ch. 273, §§ 10-13; 1991, ch. 188, § 13; 2012, ch. 1051, § 13.
Tenn. Code Ann. § 48-209-104 — TN Code / Title 48 / Chapter 209 / Section 48-209-104
Articles of amendment
Status: in_force

An LLC amending its articles shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the LLC; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If an amendment was duly adopted by the board of governors without member action, a statement to that effect and that member action was not required; and (5) If an amendment was duly adopted by the members, a statement to that effect. Acts 1994, ch. 868, § 1.
An LLC amending its articles shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) The name of the LLC;
(2) The text of each amendment adopted;
(3) The date of each amendment's adoption;
(4) If an amendment was duly adopted by the board of governors without member action, a statement to that effect and that member action was not required; and
(5) If an amendment was duly adopted by the members, a statement to that effect.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1005 — TN Code / Title 48 / Chapter 249 / Section 48-249-1005
Filing requirements
Status: in_force

(a) Eligibility for filing. The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Permitted or required. This chapter requires or permits filing the document with the secretary of state. (c) Required and permissive information. The document must contain the information required by this chapter or by rule. The document may contain other information as well. (d) Format. The document must be capable of being printed in ink, in a clear and legible fashion, on one (1) side of letter size paper. (e) English language. The document must be in the English language. An LLC's or other entity's name need not be in English, if it is written in English letters, or Arabic or Roman numerals, and the certificate of existence, or equivalent document of a foreign entity, need not be in English, if it is accompanied by a reasonably authenticated English translation. (f) Execution. The document must be executed by, or by an authorized representative of, the person submitting the document for filing. (g) Form of execution. The person executing the document must sign it and state, beneath or opposite the signature, the person's name and the capacity in which the person signs, if other than the person's individual capacity. The document may, but need not, contain: (1) An attestation by the secretary or an assistant secretary of a corporation; (2) An acknowledgment, verification, or proof; or (3) The date the document is signed, except that the date is required for the annual report for the secretary of state. (h) Mandatory form. If the secretary of state, pursuant to statutory authority, has prescribed a mandatory form for the document, then the document must be in or on the prescribed form. (i) Delivery to secretary of state. The document must be delivered to the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the current filing fee and any tax, license fee, interest, or penalty required by this chapter. (j) Required statement. The document must contain a statement that makes it clear that the document is being filed pursuant to this chapter. (k) Power to promulgate rules. The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. (l) Verification by commissioner of revenue. Notwithstanding any other law to the contrary, whenever this chapter requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then the requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate. (m) Prior law. Any LLC that has not timely filed with the department of revenue such information as required by the commissioner of revenue under prior law, chapter 421, § 1 of the Public Acts of 1997, is subject to administrative dissolution in accordance with the procedures specified in § 48-249-605 . The certificate of authority of any foreign LLC that has not timely filed such information with the department is subject to revocation as provided in § 48-249-909 . Upon certification by the commissioner of revenue that a domestic LLC or foreign LLC has complied with the information reporting requirements that were required under prior law, the domestic LLC or foreign LLC that has been administratively dissolved, or that has had its certificate of authority revoked for failure to timely file such information, may be reinstated. Amended by 2020 Tenn. Acts, ch. 719, s 20, eff. 6/22/2020. Acts 2005, ch. 286, § 1; 2010 , ch. 741, § 47; 2011 , ch. 99, § 28.
(a) Eligibility for filing. The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state.
(b) Permitted or required. This chapter requires or permits filing the document with the secretary of state.
(c) Required and permissive information. The document must contain the information required by this chapter or by rule. The document may contain other information as well.
(d) Format. The document must be capable of being printed in ink, in a clear and legible fashion, on one (1) side of letter size paper.
(e) English language. The document must be in the English language. An LLC's or other entity's name need not be in English, if it is written in English letters, or Arabic or Roman numerals, and the certificate of existence, or equivalent document of a foreign entity, need not be in English, if it is accompanied by a reasonably authenticated English translation.
(f) Execution. The document must be executed by, or by an authorized representative of, the person submitting the document for filing.
(g) Form of execution. The person executing the document must sign it and state, beneath or opposite the signature, the person's name and the capacity in which the person signs, if other than the person's individual capacity. The document may, but need not, contain: (1) An attestation by the secretary or an assistant secretary of a corporation; (2) An acknowledgment, verification, or proof; or (3) The date the document is signed, except that the date is required for the annual report for the secretary of state.
(1) An attestation by the secretary or an assistant secretary of a corporation;
(2) An acknowledgment, verification, or proof; or
(3) The date the document is signed, except that the date is required for the annual report for the secretary of state.
(h) Mandatory form. If the secretary of state, pursuant to statutory authority, has prescribed a mandatory form for the document, then the document must be in or on the prescribed form.
(i) Delivery to secretary of state. The document must be delivered to the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the current filing fee and any tax, license fee, interest, or penalty required by this chapter.
(j) Required statement. The document must contain a statement that makes it clear that the document is being filed pursuant to this chapter.
(k) Power to promulgate rules. The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
(l) Verification by commissioner of revenue. Notwithstanding any other law to the contrary, whenever this chapter requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then the requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate.
(m) Prior law. Any LLC that has not timely filed with the department of revenue such information as required by the commissioner of revenue under prior law, chapter 421, § 1 of the Public Acts of 1997, is subject to administrative dissolution in accordance with the procedures specified in § 48-249-605 . The certificate of authority of any foreign LLC that has not timely filed such information with the department is subject to revocation as provided in § 48-249-909 . Upon certification by the commissioner of revenue that a domestic LLC or foreign LLC has complied with the information reporting requirements that were required under prior law, the domestic LLC or foreign LLC that has been administratively dissolved, or that has had its certificate of authority revoked for failure to timely file such information, may be reinstated.
Amended by 2020 Tenn. Acts, ch. 719, s 20, eff. 6/22/2020.
Acts 2005, ch. 286, § 1; 2010 , ch. 741, § 47; 2011 , ch. 99, § 28.
Tenn. Code Ann. § 48-65-103 — TN Code / Title 48 / Chapter 65 / Section 48-65-103
Application for certificate of authority
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth: (1) The name of the foreign corporation, and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-65-106 ; (2) The name of the state or the country under whose law it is incorporated; (3) Its date of incorporation and period of duration, if other than perpetual; (4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States Postal Service does not deliver to the principal office); (5) The street address, including the zip code, of its registered office in this state, the county in which the office is located, and the name of its registered agent at that office; (6) The names and business addresses, including the zip code of its current directors and officers; (7) Whether the foreign corporation has members; (8) A statement that the corporation is not for-profit; and (9) Whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation. (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state. (c) If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the application shall not be issued by the secretary of state until the foreign corporation submits a confirmation of good standing relative to such foreign corporation. Amended by 2014 Tenn. Acts, ch. 899,s 79, eff. 1/1/2015. Acts 1987, ch. 242, § 15.03; 1989, ch. 445, § 16; 1991, ch. 188, § 7; 2010, ch. 741, § 20.
(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth: (1) The name of the foreign corporation, and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-65-106 ; (2) The name of the state or the country under whose law it is incorporated; (3) Its date of incorporation and period of duration, if other than perpetual; (4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States Postal Service does not deliver to the principal office); (5) The street address, including the zip code, of its registered office in this state, the county in which the office is located, and the name of its registered agent at that office; (6) The names and business addresses, including the zip code of its current directors and officers; (7) Whether the foreign corporation has members; (8) A statement that the corporation is not for-profit; and (9) Whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation.
(1) The name of the foreign corporation, and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-65-106 ;
(2) The name of the state or the country under whose law it is incorporated;
(3) Its date of incorporation and period of duration, if other than perpetual;
(4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States Postal Service does not deliver to the principal office);
(5) The street address, including the zip code, of its registered office in this state, the county in which the office is located, and the name of its registered agent at that office;
(6) The names and business addresses, including the zip code of its current directors and officers;
(7) Whether the foreign corporation has members;
(8) A statement that the corporation is not for-profit; and
(9) Whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation.
(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state.
(c) If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the application shall not be issued by the secretary of state until the foreign corporation submits a confirmation of good standing relative to such foreign corporation.
Amended by 2014 Tenn. Acts, ch. 899,s 79, eff. 1/1/2015.
Acts 1987, ch. 242, § 15.03; 1989, ch. 445, § 16; 1991, ch. 188, § 7; 2010, ch. 741, § 20.
Tenn. Code Ann. § 48-20-108 — TN Code / Title 48 / Chapter 20 / Section 48-20-108
Amendment of charter pursuant to reorganization
Status: in_force

(a) A corporation's charter may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the charter after amendment contains only provisions required or permitted by § 48-12-102 . (b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. (d) This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. Acts 1986, ch. 887, § 10.08.
(a) A corporation's charter may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the charter after amendment contains only provisions required or permitted by § 48-12-102 .
(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute.
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(d) This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Acts 1986, ch. 887, § 10.08.
Tenn. Code Ann. § 48-58-502 — TN Code / Title 48 / Chapter 58 / Section 48-58-502
Authority to indemnify
Status: in_force

(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) The individual's conduct was in good faith; and (2) The individual reasonably believed: (A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and (B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and beneficiaries of, the plan is conduct that satisfies the requirements of subdivision (a)(2)(B). (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) A corporation may not indemnify a director under this section: (1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; (2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director; (3) For any breach of the director's duty of loyalty to the corporation or its members; (4) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (5) Under § 48-58-302 . Amended by 2014 Tenn. Acts, ch. 899,s 46, eff. 1/1/2015. Acts 1987, ch. 242, § 8.51.
(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) The individual's conduct was in good faith; and (2) The individual reasonably believed: (A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and (B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(1) The individual's conduct was in good faith; and
(2) The individual reasonably believed: (A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and (B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and
(A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and
(B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and beneficiaries of, the plan is conduct that satisfies the requirements of subdivision (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section: (1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; (2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director; (3) For any breach of the director's duty of loyalty to the corporation or its members; (4) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (5) Under § 48-58-302 .
(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation;
(2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director;
(3) For any breach of the director's duty of loyalty to the corporation or its members;
(4) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(5) Under § 48-58-302 .
Amended by 2014 Tenn. Acts, ch. 899,s 46, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.51.
Tenn. Code Ann. § 48-241-105 — TN Code / Title 48 / Chapter 241 / Section 48-241-105
Multiple managerial positions
Status: in_force

Any number of managerial positions or functions of those positions other than those of chief manager and secretary may be held or exercised by the same person. If a document must be signed by persons holding different positions or functions and a person holds or exercises more than one (1) of those positions or functions, that person may sign the document in more than one (1) capacity, but only if the document indicates each capacity in which the person signs. Acts 1994, ch. 868, § 1.
Any number of managerial positions or functions of those positions other than those of chief manager and secretary may be held or exercised by the same person. If a document must be signed by persons holding different positions or functions and a person holds or exercises more than one (1) of those positions or functions, that person may sign the document in more than one (1) capacity, but only if the document indicates each capacity in which the person signs.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-248-203 — TN Code / Title 48 / Chapter 248 / Section 48-248-203
Professions and other business allowed to be rendered
Status: in_force

(a) 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) Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment. Acts 1994, ch. 868, § 1.
(a) 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) Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-231-302 — TN Code / Title 48 / Chapter 231 / Section 48-231-302
Court costs and counsel fees
Status: in_force

(a) The court in an appraisal proceeding commenced under § 48-231-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the LLC, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 48-231-209 . (b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) Against the LLC and in favor of any or all dissenters if the court finds the LLC did not substantially comply with the requirements of part 2 of this chapter; (2) Against either the LLC or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter. (c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the LLC, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited. Acts 1994, ch. 868, § 1.
(a) The court in an appraisal proceeding commenced under § 48-231-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the LLC, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 48-231-209 .
(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) Against the LLC and in favor of any or all dissenters if the court finds the LLC did not substantially comply with the requirements of part 2 of this chapter; (2) Against either the LLC or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(1) Against the LLC and in favor of any or all dissenters if the court finds the LLC did not substantially comply with the requirements of part 2 of this chapter;
(2) Against either the LLC or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the LLC, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-405 — TN Code / Title 48 / Chapter 249 / Section 48-249-405
Voting and meetings
Status: in_force

(a) Voting power. Each member, manager or director, as applicable, of an LLC shall have equal voting power per capita with each other member, manager or director. (b) Procedures. The LLC documents may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, consented to or approved by any members, managers or directors, as applicable, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, in the case of members or managers, or any other matter with respect to the exercise of any such right to vote. (c) Action on written consent. (1) On any matter that, under this chapter or under the LLC documents, is to be voted on, consented to or approved by members, managers or directors, as applicable, the members, managers or directors, as applicable, may take such action without a meeting, without prior notice and without a vote, if consent or consents in writing, setting forth the action so taken is signed: (A) In the case of the members or managers, by the members or managers, as applicable, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members or managers, as applicable, entitled to vote on the matter were present and voted; or (B) In the case of the directors, by all directors entitled to vote on the matter. (2) A consent transmitted by electronic transmission by a member, manager or director, or by a person or persons authorized to act for the member or manager, as applicable, shall be deemed to be written and signed for purposes of this subsection (c). For purposes of this subsection (c), the term "electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process. Prompt notice of the taking of LLC action without a meeting by less than unanimous written consent of the members or managers, as applicable, shall be given to any member or manager, as applicable, entitled to vote on the matter that did not sign such written consent; provided, however, that the failure to give such notice shall not affect the validity of the action taken. Acts 2005, ch. 286, § 1.
(a) Voting power. Each member, manager or director, as applicable, of an LLC shall have equal voting power per capita with each other member, manager or director.
(b) Procedures. The LLC documents may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, consented to or approved by any members, managers or directors, as applicable, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, in the case of members or managers, or any other matter with respect to the exercise of any such right to vote.
(c) Action on written consent. (1) On any matter that, under this chapter or under the LLC documents, is to be voted on, consented to or approved by members, managers or directors, as applicable, the members, managers or directors, as applicable, may take such action without a meeting, without prior notice and without a vote, if consent or consents in writing, setting forth the action so taken is signed: (A) In the case of the members or managers, by the members or managers, as applicable, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members or managers, as applicable, entitled to vote on the matter were present and voted; or (B) In the case of the directors, by all directors entitled to vote on the matter. (2) A consent transmitted by electronic transmission by a member, manager or director, or by a person or persons authorized to act for the member or manager, as applicable, shall be deemed to be written and signed for purposes of this subsection (c). For purposes of this subsection (c), the term "electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process. Prompt notice of the taking of LLC action without a meeting by less than unanimous written consent of the members or managers, as applicable, shall be given to any member or manager, as applicable, entitled to vote on the matter that did not sign such written consent; provided, however, that the failure to give such notice shall not affect the validity of the action taken.
(1) On any matter that, under this chapter or under the LLC documents, is to be voted on, consented to or approved by members, managers or directors, as applicable, the members, managers or directors, as applicable, may take such action without a meeting, without prior notice and without a vote, if consent or consents in writing, setting forth the action so taken is signed: (A) In the case of the members or managers, by the members or managers, as applicable, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members or managers, as applicable, entitled to vote on the matter were present and voted; or (B) In the case of the directors, by all directors entitled to vote on the matter.
(A) In the case of the members or managers, by the members or managers, as applicable, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members or managers, as applicable, entitled to vote on the matter were present and voted; or
(B) In the case of the directors, by all directors entitled to vote on the matter.
(2) A consent transmitted by electronic transmission by a member, manager or director, or by a person or persons authorized to act for the member or manager, as applicable, shall be deemed to be written and signed for purposes of this subsection (c). For purposes of this subsection (c), the term "electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process. Prompt notice of the taking of LLC action without a meeting by less than unanimous written consent of the members or managers, as applicable, shall be given to any member or manager, as applicable, entitled to vote on the matter that did not sign such written consent; provided, however, that the failure to give such notice shall not affect the validity of the action taken.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-11-306 — TN Code / Title 48 / Chapter 11 / Section 48-11-306
Filing duty of secretary of state
Status: in_force

(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of this section, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-15-103 , 48-25-109 , and 48-26-203 , the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative in due course. A domestic or foreign corporation or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document. (c) If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's refusal. (d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy. (e) Any corporate document that meets the requirements of chapters 11-27 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state. Amended by 2020 Tenn. Acts, ch. 719, s 6, eff. 6/22/2020. Acts 1986, ch. 887, § 1.35; 1987, ch. 273, §§ 15, 16; 2012, ch. 1051, § 14.
(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of this section, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.
(b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-15-103 , 48-25-109 , and 48-26-203 , the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative in due course. A domestic or foreign corporation or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document.
(c) If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's refusal.
(d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(1) Affect the validity or invalidity of the document in whole or part;
(2) Relate to the correctness or incorrectness of information contained in the document;
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(e) Any corporate document that meets the requirements of chapters 11-27 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 6, eff. 6/22/2020.
Acts 1986, ch. 887, § 1.35; 1987, ch. 273, §§ 15, 16; 2012, ch. 1051, § 14.
Tenn. Code Ann. § 48-209-105 — TN Code / Title 48 / Chapter 209 / Section 48-209-105
Restated articles
Status: in_force

(a) An LLC's board of governors may restate its articles at any time with or without member action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in § 48-209-103 . (c) If the board of governors submits a restatement for member action, the LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles. (d) An LLC restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the LLC and the text of the restated articles, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring member approval, the information required by § 48-209-104 . (e) If the restatement contains an amendment to the articles, it shall be designated in the heading as "Amended and Restated Articles." (f) The restated articles must contain all the requirements of articles as set out in § 48-205-101 . (g) Duly adopted and restated articles supersede the original articles and all prior amendments thereto. (h) The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by subsection (d). Acts 1994, ch. 868, § 1.
(a) An LLC's board of governors may restate its articles at any time with or without member action.
(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in § 48-209-103 .
(c) If the board of governors submits a restatement for member action, the LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d) An LLC restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the LLC and the text of the restated articles, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring member approval, the information required by § 48-209-104 .
(1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or
(2) If the restatement contains an amendment to the articles requiring member approval, the information required by § 48-209-104 .
(e) If the restatement contains an amendment to the articles, it shall be designated in the heading as "Amended and Restated Articles."
(f) The restated articles must contain all the requirements of articles as set out in § 48-205-101 .
(g) Duly adopted and restated articles supersede the original articles and all prior amendments thereto.
(h) The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by subsection (d).
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-808 — TN Code / Title 48 / Chapter 101 / Section 48-101-808
Conversion of subsidiary nonprofit corporations
Status: in_force

(a) A subsidiary nonprofit corporation incorporated in this state may be converted to a domestic nonprofit LLC pursuant to this section. (b) The terms and conditions of a conversion of a subsidiary nonprofit corporation to a domestic nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation. (c) After the conversion is approved under subsection (b), the converting subsidiary nonprofit corporation shall file with the secretary of state a certificate of conversion that satisfies the requirements of § 48-249-703 and articles of organization that satisfy the requirements of § 48-101-804 . The certificate of conversion shall prominently designate the LLC as a nonprofit LLC and shall also include: (1) A statement that the converting subsidiary nonprofit corporation is being converted to a nonprofit LLC; (2) The name of the converting subsidiary nonprofit corporation and the address of its principal office; and (3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the converting subsidiary nonprofit corporation and the parent nonprofit corporation. (d) The conversion is effective when the certificate of conversion is filed with the secretary of state or at any future effective date or time specified in the certificate of conversion. The filing of a certificate of conversion with the secretary of state, in compliance with this section, shall constitute and, for purposes of chapter 64 of this title, be deemed to be articles of termination of corporate existence of the subsidiary nonprofit corporation. (e) When any conversion of a subsidiary nonprofit corporation to a domestic nonprofit LLC has become effective under this section, for all purposes of the laws of this state: (1) The domestic nonprofit LLC shall be deemed to be the same entity as the converting subsidiary nonprofit corporation; (2) All of the rights, privileges and powers of the converting subsidiary nonprofit corporation, and all property, real, personal and mixed, of and all debts due to the converting subsidiary nonprofit corporation, as well as all other things and causes of action belonging to the converting subsidiary nonprofit corporation, shall be and remain vested in the domestic nonprofit LLC and shall be the property of the domestic nonprofit LLC; (3) Title to any real property vested by deed or otherwise in the converting nonprofit subsidiary corporation shall not revert or be in any way impaired by reason of this section; (4) All rights of creditors and all liens upon any property of the converting subsidiary nonprofit corporation shall be preserved unimpaired; (5) All debts, liabilities, and obligations of the converting subsidiary nonprofit corporation shall remain attached to the domestic nonprofit LLC, and may be enforced against it to the same extent as if the debts, liabilities, and obligations had originally been incurred or contracted by it in its capacity as a domestic nonprofit LLC; (6) Any action or proceeding pending against the converting subsidiary nonprofit corporation may be continued against the domestic nonprofit LLC as if the conversion had not occurred; and (7) The rights, privileges, powers and interests in property of the converting subsidiary nonprofit corporation, as well as the debts, liabilities, and obligations of the converting subsidiary nonprofit corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic nonprofit LLC for any purpose of the laws of this state. (f) The converting subsidiary nonprofit corporation shall not be required to wind up its affairs or to pay its liabilities and distribute its assets, and the conversion of the converting subsidiary nonprofit corporation to the domestic nonprofit LLC shall not be deemed to constitute a dissolution of the converting subsidiary nonprofit corporation. (g) The ownership interests or membership of the parent nonprofit corporation in the converting subsidiary nonprofit corporation shall become membership interests in the domestic nonprofit LLC. Acts 2006, ch. 620, § 9.
(a) A subsidiary nonprofit corporation incorporated in this state may be converted to a domestic nonprofit LLC pursuant to this section.
(b) The terms and conditions of a conversion of a subsidiary nonprofit corporation to a domestic nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.
(c) After the conversion is approved under subsection (b), the converting subsidiary nonprofit corporation shall file with the secretary of state a certificate of conversion that satisfies the requirements of § 48-249-703 and articles of organization that satisfy the requirements of § 48-101-804 . The certificate of conversion shall prominently designate the LLC as a nonprofit LLC and shall also include: (1) A statement that the converting subsidiary nonprofit corporation is being converted to a nonprofit LLC; (2) The name of the converting subsidiary nonprofit corporation and the address of its principal office; and (3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the converting subsidiary nonprofit corporation and the parent nonprofit corporation.
(1) A statement that the converting subsidiary nonprofit corporation is being converted to a nonprofit LLC;
(2) The name of the converting subsidiary nonprofit corporation and the address of its principal office; and
(3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the converting subsidiary nonprofit corporation and the parent nonprofit corporation.
(d) The conversion is effective when the certificate of conversion is filed with the secretary of state or at any future effective date or time specified in the certificate of conversion. The filing of a certificate of conversion with the secretary of state, in compliance with this section, shall constitute and, for purposes of chapter 64 of this title, be deemed to be articles of termination of corporate existence of the subsidiary nonprofit corporation.
(e) When any conversion of a subsidiary nonprofit corporation to a domestic nonprofit LLC has become effective under this section, for all purposes of the laws of this state: (1) The domestic nonprofit LLC shall be deemed to be the same entity as the converting subsidiary nonprofit corporation; (2) All of the rights, privileges and powers of the converting subsidiary nonprofit corporation, and all property, real, personal and mixed, of and all debts due to the converting subsidiary nonprofit corporation, as well as all other things and causes of action belonging to the converting subsidiary nonprofit corporation, shall be and remain vested in the domestic nonprofit LLC and shall be the property of the domestic nonprofit LLC; (3) Title to any real property vested by deed or otherwise in the converting nonprofit subsidiary corporation shall not revert or be in any way impaired by reason of this section; (4) All rights of creditors and all liens upon any property of the converting subsidiary nonprofit corporation shall be preserved unimpaired; (5) All debts, liabilities, and obligations of the converting subsidiary nonprofit corporation shall remain attached to the domestic nonprofit LLC, and may be enforced against it to the same extent as if the debts, liabilities, and obligations had originally been incurred or contracted by it in its capacity as a domestic nonprofit LLC; (6) Any action or proceeding pending against the converting subsidiary nonprofit corporation may be continued against the domestic nonprofit LLC as if the conversion had not occurred; and (7) The rights, privileges, powers and interests in property of the converting subsidiary nonprofit corporation, as well as the debts, liabilities, and obligations of the converting subsidiary nonprofit corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic nonprofit LLC for any purpose of the laws of this state.
(1) The domestic nonprofit LLC shall be deemed to be the same entity as the converting subsidiary nonprofit corporation;
(2) All of the rights, privileges and powers of the converting subsidiary nonprofit corporation, and all property, real, personal and mixed, of and all debts due to the converting subsidiary nonprofit corporation, as well as all other things and causes of action belonging to the converting subsidiary nonprofit corporation, shall be and remain vested in the domestic nonprofit LLC and shall be the property of the domestic nonprofit LLC;
(3) Title to any real property vested by deed or otherwise in the converting nonprofit subsidiary corporation shall not revert or be in any way impaired by reason of this section;
(4) All rights of creditors and all liens upon any property of the converting subsidiary nonprofit corporation shall be preserved unimpaired;
(5) All debts, liabilities, and obligations of the converting subsidiary nonprofit corporation shall remain attached to the domestic nonprofit LLC, and may be enforced against it to the same extent as if the debts, liabilities, and obligations had originally been incurred or contracted by it in its capacity as a domestic nonprofit LLC;
(6) Any action or proceeding pending against the converting subsidiary nonprofit corporation may be continued against the domestic nonprofit LLC as if the conversion had not occurred; and
(7) The rights, privileges, powers and interests in property of the converting subsidiary nonprofit corporation, as well as the debts, liabilities, and obligations of the converting subsidiary nonprofit corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic nonprofit LLC for any purpose of the laws of this state.
(f) The converting subsidiary nonprofit corporation shall not be required to wind up its affairs or to pay its liabilities and distribute its assets, and the conversion of the converting subsidiary nonprofit corporation to the domestic nonprofit LLC shall not be deemed to constitute a dissolution of the converting subsidiary nonprofit corporation.
(g) The ownership interests or membership of the parent nonprofit corporation in the converting subsidiary nonprofit corporation shall become membership interests in the domestic nonprofit LLC.
Acts 2006, ch. 620, § 9.
Tenn. Code Ann. § 48-28-103 — TN Code / Title 48 / Chapter 28 / Section 48-28-103
Chapter definitions
Status: in_force

As used in this chapter: (1) "For-profit benefit corporation" means a domestic business corporation organized under and subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title that intends to pursue a public benefit or public benefits; (2) "Foreign for-profit benefit corporation" means a for-profit corporation incorporated under a law other than the laws of this state that intends, as stated in its charter or similar governing instrument, to pursue a public benefit or public benefits and has, under that law, the status of a for-profit benefit corporation or its substantial equivalent; (3) "Public benefit" means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests, other than shareholders in their capacities as shareholders, including, but not limited to, an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological effect; and (4) "Public benefit provisions" means the provisions of a charter as described in § 48-28-104(d) . Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
As used in this chapter:
(1) "For-profit benefit corporation" means a domestic business corporation organized under and subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title that intends to pursue a public benefit or public benefits;
(2) "Foreign for-profit benefit corporation" means a for-profit corporation incorporated under a law other than the laws of this state that intends, as stated in its charter or similar governing instrument, to pursue a public benefit or public benefits and has, under that law, the status of a for-profit benefit corporation or its substantial equivalent;
(3) "Public benefit" means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests, other than shareholders in their capacities as shareholders, including, but not limited to, an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological effect; and
(4) "Public benefit provisions" means the provisions of a charter as described in § 48-28-104(d) .
Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-21-112 — TN Code / Title 48 / Chapter 21 / Section 48-21-112
Articles of entity conversion
Status: in_force

(a) After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the survivor; (2) State the type of unincorporated entity that the survivor will be; (3) Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this chapter and the charter; and (4) If the survivor is a filing entity, have attached the applicable public organic document; except that provisions that would not be required to be included in a restated public organic document may be omitted. (b) After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-14-101 ; (2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity; and (3) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic business corporation may be omitted. (c) After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-14-101 ; (2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction; (3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and (4) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic business corporation may be omitted. (d) (1) The articles of entity conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-11-304 . (2) Articles of entity conversion filed under subsection (a) or (b) may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this section and the other organic law. (3) The public organic document required to be attached by subsection (a) shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. A filing fee for the public organic document shall be paid to the secretary of state in the amount specified for such public organic document by the applicable law governing the formation of such domestic unincorporated entity. (4) The charter required to be attached by subsection (b) or (c) shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. The fee for filing the charter shall be paid in accordance with § 48-11-303 . (e) If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to chapter 25 of this title, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion. Acts 2000, ch. 623, § 2; 2006, ch. 620, § 63; 2012, ch. 1051, § 39.
(a) After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the survivor; (2) State the type of unincorporated entity that the survivor will be; (3) Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this chapter and the charter; and (4) If the survivor is a filing entity, have attached the applicable public organic document; except that provisions that would not be required to be included in a restated public organic document may be omitted.
(1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the survivor;
(2) State the type of unincorporated entity that the survivor will be;
(3) Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this chapter and the charter; and
(4) If the survivor is a filing entity, have attached the applicable public organic document; except that provisions that would not be required to be included in a restated public organic document may be omitted.
(b) After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-14-101 ; (2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity; and (3) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic business corporation may be omitted.
(1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-14-101 ;
(2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity; and
(3) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic business corporation may be omitted.
(c) After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall: (1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-14-101 ; (2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction; (3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and (4) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic business corporation may be omitted.
(1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of § 48-14-101 ;
(2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction;
(3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and
(4) Have attached a charter; except that provisions that would not be required to be included in a restated charter of a domestic business corporation may be omitted.
(d) (1) The articles of entity conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-11-304 . (2) Articles of entity conversion filed under subsection (a) or (b) may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this section and the other organic law. (3) The public organic document required to be attached by subsection (a) shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. A filing fee for the public organic document shall be paid to the secretary of state in the amount specified for such public organic document by the applicable law governing the formation of such domestic unincorporated entity. (4) The charter required to be attached by subsection (b) or (c) shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. The fee for filing the charter shall be paid in accordance with § 48-11-303 .
(1) The articles of entity conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-11-304 .
(2) Articles of entity conversion filed under subsection (a) or (b) may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this section and the other organic law.
(3) The public organic document required to be attached by subsection (a) shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. A filing fee for the public organic document shall be paid to the secretary of state in the amount specified for such public organic document by the applicable law governing the formation of such domestic unincorporated entity.
(4) The charter required to be attached by subsection (b) or (c) shall be delivered to the secretary of state for filing, and shall take effect at the effective time of the articles of entity conversion. The fee for filing the charter shall be paid in accordance with § 48-11-303 .
(e) If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to chapter 25 of this title, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion.
Acts 2000, ch. 623, § 2; 2006, ch. 620, § 63; 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-101-630 — TN Code / Title 48 / Chapter 101 / Section 48-101-630
Power of licensing authority to promulgate rules
Status: in_force

Each licensing authority is empowered to promulgate rules expressly authorized by this part 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 1992, ch. 698, § 1; T.C.A., § 48-3-630.
Each licensing authority is empowered to promulgate rules expressly authorized by this part 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 1992, ch. 698, § 1; T.C.A., § 48-3-630.
Tenn. Code Ann. § 48-65-101 — TN Code / Title 48 / Chapter 65 / Section 48-65-101
Authority to transact business required
Status: in_force

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month that is not one in the course of repeated transactions of a like nature; and (11) Transacting business in interstate commerce. (c) The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose. Acts 1987, ch. 242, § 15.01.
(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month that is not one in the course of repeated transactions of a like nature; and (11) Transacting business in interstate commerce.
(1) Maintaining, defending, or settling any proceeding, claim, or dispute;
(2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or appointing and maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;
(9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state;
(10) Conducting an isolated transaction that is completed within one (1) month that is not one in the course of repeated transactions of a like nature; and
(11) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose.
Acts 1987, ch. 242, § 15.01.
Tenn. Code Ann. § 48-101-114 — TN Code / Title 48 / Chapter 101 / Section 48-101-114
Obligations of corporation are legal investments for members
Status: in_force

Notwithstanding any other law, general or special, the notes or other interest-bearing obligations of such corporation, issued in accordance with and by virtue of this part and the bylaws of such corporation, shall be legal investments for the banking, insurance, and surety organizations which become members of such corporation, up to but in no event exceeding the loan limits established herein. Acts 1959, ch. 170, § 7; T.C.A., §§ 48-1714, 48-3-114.
Notwithstanding any other law, general or special, the notes or other interest-bearing obligations of such corporation, issued in accordance with and by virtue of this part and the bylaws of such corporation, shall be legal investments for the banking, insurance, and surety organizations which become members of such corporation, up to but in no event exceeding the loan limits established herein.
Acts 1959, ch. 170, § 7; T.C.A., §§ 48-1714, 48-3-114.
Tenn. Code Ann. § 48-20-106 — TN Code / Title 48 / Chapter 20 / Section 48-20-106
Articles of amendment
Status: in_force

A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing such amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If an amendment was duly adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and (6) If an amendment was duly adopted by the shareholders, a statement to that effect. Acts 1986, ch. 887, § 10.06; 1989, ch. 451, § 15; 1991, ch. 188, § 8.
A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing such amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption;
(5) If an amendment was duly adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
(6) If an amendment was duly adopted by the shareholders, a statement to that effect.
Acts 1986, ch. 887, § 10.06; 1989, ch. 451, § 15; 1991, ch. 188, § 8.
Tenn. Code Ann. § 48-249-621 — TN Code / Title 48 / Chapter 249 / Section 48-249-621
Omitted assets
Status: in_force

Title to assets remaining after payment of all debts, obligations, and liabilities, and after distributions to members and holders of financial rights, may be transferred by a court in this state. Acts 2005, ch. 286, § 1.
Title to assets remaining after payment of all debts, obligations, and liabilities, and after distributions to members and holders of financial rights, may be transferred by a court in this state.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-20-203 — TN Code / Title 48 / Chapter 20 / Section 48-20-203
Bylaw increasing quorum or voting requirement for directors
Status: in_force

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders; (2) If originally adopted by the board of directors, either by the shareholders or by the board of directors. (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. (c) Action by the board of directors under subdivision (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. Acts 1986, ch. 887, § 10.22.
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders; (2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(1) If originally adopted by the shareholders, only by the shareholders;
(2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subdivision (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Acts 1986, ch. 887, § 10.22.
Tenn. Code Ann. § 48-64-107 — TN Code / Title 48 / Chapter 64 / Section 48-64-107
Known claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not received by the deadline. (c) A claim against the dissolved corporation is barred to the extent that it is not admitted: (1) If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the dissolved corporation does not receive a written notice of the claim by the deadline set out in subdivision (b)(4); or (2) If the dissolved corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Acts 1987, ch. 242, § 14.07.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not received by the deadline.
(1) Describe information that must be included in a claim;
(2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness;
(A) The amount that is admitted, which may be as of a given date; and
(B) Any interest obligation if fixed by an instrument of indebtedness;
(3) Provide a mailing address where a claim may be sent;
(4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(5) State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not received by the deadline.
(c) A claim against the dissolved corporation is barred to the extent that it is not admitted: (1) If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the dissolved corporation does not receive a written notice of the claim by the deadline set out in subdivision (b)(4); or (2) If the dissolved corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(1) If the dissolved corporation delivered written notice to the claimant in accordance with subsection (b) and the dissolved corporation does not receive a written notice of the claim by the deadline set out in subdivision (b)(4); or
(2) If the dissolved corporation delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Acts 1987, ch. 242, § 14.07.
Tenn. Code Ann. § 48-21-107 — TN Code / Title 48 / Chapter 21 / Section 48-21-107
Articles of merger or share exchange
Status: in_force

(a) After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative and shall set forth: (1) The names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective; (2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation; (3) If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors; (4) If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding shares otherwise entitled to vote on the plan; and (5) As to each foreign corporation and each other entity that was a party to the merger or share exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents. (b) The original of the articles of merger or share exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange. Acts 1986, ch. 887, § 11.05; 1994, ch. 776, § 44; T.C.A., § 48-21-105 ; Acts 2012, ch. 1051, § 39.
(a) After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative and shall set forth: (1) The names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective; (2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation; (3) If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors; (4) If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding shares otherwise entitled to vote on the plan; and (5) As to each foreign corporation and each other entity that was a party to the merger or share exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.
(1) The names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective;
(2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation;
(3) If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors;
(4) If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding shares otherwise entitled to vote on the plan; and
(A) The votes entitled to be cast if there is no voting by voting groups; or
(B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding shares otherwise entitled to vote on the plan; and
(5) As to each foreign corporation and each other entity that was a party to the merger or share exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.
(b) The original of the articles of merger or share exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
Acts 1986, ch. 887, § 11.05; 1994, ch. 776, § 44; T.C.A., § 48-21-105 ; Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-18-703 — TN Code / Title 48 / Chapter 18 / Section 48-18-703
Directors' action
Status: in_force

(a) Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-18-702(b)(1) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director or officer of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b); provided, that: (1) The qualified directors have deliberated and voted without the participation by any other director; and (2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either: (A) The committee was composed of all the qualified directors on the board of directors; or (B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board. (b) Notwithstanding subsection (a), when a transaction is a director's or officer's conflicting interest transaction only because a related person described in § 48-18-701(7)(E) or (7)(F) is a part to or has a material financial interest in the transaction, the conflicted director or officer is not obligated to make required disclosure to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director or officer discloses to the qualified directors voting on the transaction: (1) All the information required to be disclosed that is not so violative; (2) The existence and nature of the director's or officer's conflicting interest; and (3) The nature of the conflicted director's or officer's duty not to disclose the confidential information. (c) (1) A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. (2) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate. Acts 2012, ch. 1051, § 36.
(a) Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-18-702(b)(1) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director or officer of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b); provided, that: (1) The qualified directors have deliberated and voted without the participation by any other director; and (2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either: (A) The committee was composed of all the qualified directors on the board of directors; or (B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(1) The qualified directors have deliberated and voted without the participation by any other director; and
(2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either: (A) The committee was composed of all the qualified directors on the board of directors; or (B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(A) The committee was composed of all the qualified directors on the board of directors; or
(B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) Notwithstanding subsection (a), when a transaction is a director's or officer's conflicting interest transaction only because a related person described in § 48-18-701(7)(E) or (7)(F) is a part to or has a material financial interest in the transaction, the conflicted director or officer is not obligated to make required disclosure to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director or officer discloses to the qualified directors voting on the transaction: (1) All the information required to be disclosed that is not so violative; (2) The existence and nature of the director's or officer's conflicting interest; and (3) The nature of the conflicted director's or officer's duty not to disclose the confidential information.
(1) All the information required to be disclosed that is not so violative;
(2) The existence and nature of the director's or officer's conflicting interest; and
(3) The nature of the conflicted director's or officer's duty not to disclose the confidential information.
(c) (1) A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. (2) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
(1) A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.
(2) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Acts 2012, ch. 1051, § 36.
Tenn. Code Ann. § 48-69-107 — TN Code / Title 48 / Chapter 69 / Section 48-69-107
Bylaws
Status: in_force

(a) The original bylaws adopted by a board of directors of a G&T cooperative created or operating and subject to this chapter shall continue in effect until at any time thereafter the bylaws are changed by adoption, amendment or repeal by the members by the process as established in the bylaws, except that: (1) The members may, by bylaw provision, delegate to the board the power to change all or any specified provision of the bylaws, but the delegation shall not forfeit or restrict any right of the members thereafter as may be established in the bylaws to change the provision whether or not the board has exercised the delegated power; and (2) Either the board or the members of a G&T cooperative may change any bylaw provision when, as established by law, the provision is illegal or has become a legal nullity. (b) The bylaws shall provide for a process that permits the members to amend or repeal such provisions that are established in the original bylaws or as may have been thereafter amended, repealed or otherwise modified by the board of directors or the members. (c) The bylaws shall specify the rules of parliamentary procedure applicable to meetings of its board of directors and members; provided, that in the absence of such a specification the then-current edition of Robert's Rules of Order shall apply. Acts 2009, ch. 475, § 1.
(a) The original bylaws adopted by a board of directors of a G&T cooperative created or operating and subject to this chapter shall continue in effect until at any time thereafter the bylaws are changed by adoption, amendment or repeal by the members by the process as established in the bylaws, except that: (1) The members may, by bylaw provision, delegate to the board the power to change all or any specified provision of the bylaws, but the delegation shall not forfeit or restrict any right of the members thereafter as may be established in the bylaws to change the provision whether or not the board has exercised the delegated power; and (2) Either the board or the members of a G&T cooperative may change any bylaw provision when, as established by law, the provision is illegal or has become a legal nullity.
(1) The members may, by bylaw provision, delegate to the board the power to change all or any specified provision of the bylaws, but the delegation shall not forfeit or restrict any right of the members thereafter as may be established in the bylaws to change the provision whether or not the board has exercised the delegated power; and
(2) Either the board or the members of a G&T cooperative may change any bylaw provision when, as established by law, the provision is illegal or has become a legal nullity.
(b) The bylaws shall provide for a process that permits the members to amend or repeal such provisions that are established in the original bylaws or as may have been thereafter amended, repealed or otherwise modified by the board of directors or the members.
(c) The bylaws shall specify the rules of parliamentary procedure applicable to meetings of its board of directors and members; provided, that in the absence of such a specification the then-current edition of Robert's Rules of Order shall apply.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-248-407 — TN Code / Title 48 / Chapter 248 / Section 48-248-407
Mergers
Status: in_force

(a) A PLLC may merge with or into any other business entity permitted to render the professional services of the PLLC in this state in the same manner and to the same extent as LLCs under chapter 244, part 1 of this title. (b) If the surviving business entity is an LLC and is to render professional services in this state, it must comply with this chapter. Acts 1994, ch. 868, § 1.
(a) A PLLC may merge with or into any other business entity permitted to render the professional services of the PLLC in this state in the same manner and to the same extent as LLCs under chapter 244, part 1 of this title.
(b) If the surviving business entity is an LLC and is to render professional services in this state, it must comply with this chapter.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-902 — TN Code / Title 48 / Chapter 101 / Section 48-101-902
Part definitions
Status: in_force

As used in this part: (1) "Bylaws" means the code or codes of rules, other than the charter, adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated; (2) "Corporation" means a public benefit or mutual benefit corporation which is not a foreign corporation, incorporated under or subject to chapters 51-68 of this title, and is recognized as exempt under § 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or any successor section; (3) "Foreign corporation" means a nonprofit corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if formed under the laws of this state; (4) "Mutual benefit corporation" means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to § 48-68-104 or is formed as a mutual benefit corporation pursuant to chapter 52 of this title; and (5) "Public benefit corporation" means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to § 48-68-104 or is formed as a public benefit corporation pursuant to chapter 52 of this title. Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
As used in this part:
(1) "Bylaws" means the code or codes of rules, other than the charter, adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;
(2) "Corporation" means a public benefit or mutual benefit corporation which is not a foreign corporation, incorporated under or subject to chapters 51-68 of this title, and is recognized as exempt under § 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), or any successor section;
(3) "Foreign corporation" means a nonprofit corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if formed under the laws of this state;
(4) "Mutual benefit corporation" means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to § 48-68-104 or is formed as a mutual benefit corporation pursuant to chapter 52 of this title; and
(5) "Public benefit corporation" means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to § 48-68-104 or is formed as a public benefit corporation pursuant to chapter 52 of this title.
Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Tenn. Code Ann. § 48-56-203 — TN Code / Title 48 / Chapter 56 / Section 48-56-203
Member's liability to third parties
Status: in_force

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. Acts 1987, ch. 242, § 6.22.
A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
Acts 1987, ch. 242, § 6.22.
Tenn. Code Ann. § 48-246-201 — TN Code / Title 48 / Chapter 246 / Section 48-246-201
Name
Status: in_force

(a) A foreign LLC name must meet the requirements of § 48-207-101 . (b) A foreign LLC may apply to the office of the secretary of state under § 48-207-101 to utilize a nondistinguishable name. (c) A foreign LLC may elect to adopt an assumed name under § 48-207-101 and to renew such assumed name. (d) A foreign LLC may, pursuant to § 48-207-101 , cancel an assumed name. (e) A foreign LLC may, pursuant to § 48-207-102 , reserve a name, renew a reserved name and transfer or cancel a reserved name. (f) A foreign LLC may obtain and retain a registered name by complying with § 48-207-103 . Acts 1994, ch. 868, § 1.
(a) A foreign LLC name must meet the requirements of § 48-207-101 .
(b) A foreign LLC may apply to the office of the secretary of state under § 48-207-101 to utilize a nondistinguishable name.
(c) A foreign LLC may elect to adopt an assumed name under § 48-207-101 and to renew such assumed name.
(d) A foreign LLC may, pursuant to § 48-207-101 , cancel an assumed name.
(e) A foreign LLC may, pursuant to § 48-207-102 , reserve a name, renew a reserved name and transfer or cancel a reserved name.
(f) A foreign LLC may obtain and retain a registered name by complying with § 48-207-103 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-101 — TN Code / Title 48 / Chapter 101 / Section 48-101-101
Short title
Status: in_force

This part shall be known as the "Development Credit Corporation Act." Acts 1959, ch. 170, § 1; T.C.A., §§ 48-1701, 48-3-101.
This part shall be known as the "Development Credit Corporation Act."
Acts 1959, ch. 170, § 1; T.C.A., §§ 48-1701, 48-3-101.
Tenn. Code Ann. § 48-11-307 — TN Code / Title 48 / Chapter 11 / Section 48-11-307
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 secretary of state's office for filing, the domestic or foreign corporation 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 secretary of state's 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 1986, ch. 887, § 1.36.
(a) If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation 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 secretary of state's 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 1986, ch. 887, § 1.36.
Tenn. Code Ann. § 48-28-108 — TN Code / Title 48 / Chapter 28 / Section 48-28-108
Standing to maintain derivative suit
Status: in_force

Shareholders of a for-profit benefit corporation owning individually or collectively, as of the date of instituting the derivative suit, at least two percent (2%) of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of that percentage or shares having at least two million dollars ($2,000,000) in aggregate market value, may maintain a derivative lawsuit to enforce a director's duties set forth in § 48-28-106(a) . For purposes of this section, "aggregate market value" means the average of the high and low trading values multiplied by the number of shares issued and outstanding determined as of the last trading day immediately preceding the date of filing the derivative suit. Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
Shareholders of a for-profit benefit corporation owning individually or collectively, as of the date of instituting the derivative suit, at least two percent (2%) of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of that percentage or shares having at least two million dollars ($2,000,000) in aggregate market value, may maintain a derivative lawsuit to enforce a director's duties set forth in § 48-28-106(a) . For purposes of this section, "aggregate market value" means the average of the high and low trading values multiplied by the number of shares issued and outstanding determined as of the last trading day immediately preceding the date of filing the derivative suit.
Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-249-203 — TN Code / Title 48 / Chapter 249 / Section 48-249-203
Operating agreement
Status: in_force

(a) General. Except as otherwise provided in § 48-249-205 , all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers and the LLC, as applicable. Persons other than members, including holders of financial rights, may, but need not, also enter into the operating agreement. The LLC also may be a party to the operating agreement. An operating agreement may be entered into either before, after or at the time of filing of articles of organization, and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the LLC, or at a later time or date provided in the operating agreement. Except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise, an operating agreement need not be in writing. The written provisions of an operating agreement need not be set out in a single integrated document. (b) Judicial remedy. A court of equity may enforce an operating agreement by injunction, or by other equitable relief determined by the court, in its discretion, to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when § 48-249-601 is applicable, a court of equity may conduct or continue the dissolution, winding up and termination of the LLC. (c) Single-member LLC. An LLC with a single member may adopt, and, if so, shall be bound by, an operating agreement between the member and the LLC. (d) LLC bound. An LLC is bound by an operating agreement, even if the LLC is not a signatory to the agreement. (e) Binding on subsequent members and holders. The articles or the written provisions of an operating agreement of an LLC adopted under subsection (a) may provide that the written provisions of the LLC's operating agreement shall be binding upon a person who thereafter becomes a member or holder, without executing an existing operating agreement, if the new member or holder otherwise complies with the conditions for becoming a member or holder, as set forth in the LLC documents of such LLC. Acts 2005, ch. 286, § 1.
(a) General. Except as otherwise provided in § 48-249-205 , all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers and the LLC, as applicable. Persons other than members, including holders of financial rights, may, but need not, also enter into the operating agreement. The LLC also may be a party to the operating agreement. An operating agreement may be entered into either before, after or at the time of filing of articles of organization, and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the LLC, or at a later time or date provided in the operating agreement. Except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise, an operating agreement need not be in writing. The written provisions of an operating agreement need not be set out in a single integrated document.
(b) Judicial remedy. A court of equity may enforce an operating agreement by injunction, or by other equitable relief determined by the court, in its discretion, to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when § 48-249-601 is applicable, a court of equity may conduct or continue the dissolution, winding up and termination of the LLC.
(c) Single-member LLC. An LLC with a single member may adopt, and, if so, shall be bound by, an operating agreement between the member and the LLC.
(d) LLC bound. An LLC is bound by an operating agreement, even if the LLC is not a signatory to the agreement.
(e) Binding on subsequent members and holders. The articles or the written provisions of an operating agreement of an LLC adopted under subsection (a) may provide that the written provisions of the LLC's operating agreement shall be binding upon a person who thereafter becomes a member or holder, without executing an existing operating agreement, if the new member or holder otherwise complies with the conditions for becoming a member or holder, as set forth in the LLC documents of such LLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-57-105 — TN Code / Title 48 / Chapter 57 / Section 48-57-105
Notice of meeting
Status: in_force

(a) A corporation shall give notice consistent with its charter or bylaws of meetings of members in a fair and reasonable manner. (b) Any notice which conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. (c) Notice is fair and reasonable if: (1) The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) days nor more than two (2) months before the meeting date; (2) Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under § 48-58-302 , § 48-58-507 , § 48-60-103 , § 48-60-202 , § 48-61-103 , § 48-62-102 or § 48-64-102 ; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-57-107 , however, notice of the adjourned meeting must be given under this section to the members of record of the new record date. (e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) Requested in writing to do so by a person entitled to call a special meeting; and (2) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting. (f) A certificate of the secretary or other person giving the notice that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Acts 1987, ch. 242, § 7.05.
(a) A corporation shall give notice consistent with its charter or bylaws of meetings of members in a fair and reasonable manner.
(b) Any notice which conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(c) Notice is fair and reasonable if: (1) The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) days nor more than two (2) months before the meeting date; (2) Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under § 48-58-302 , § 48-58-507 , § 48-60-103 , § 48-60-202 , § 48-61-103 , § 48-62-102 or § 48-64-102 ; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(1) The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) days nor more than two (2) months before the meeting date;
(2) Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under § 48-58-302 , § 48-58-507 , § 48-60-103 , § 48-60-202 , § 48-61-103 , § 48-62-102 or § 48-64-102 ; and
(3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-57-107 , however, notice of the adjourned meeting must be given under this section to the members of record of the new record date.
(e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) Requested in writing to do so by a person entitled to call a special meeting; and (2) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
(1) Requested in writing to do so by a person entitled to call a special meeting; and
(2) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
(f) A certificate of the secretary or other person giving the notice that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Acts 1987, ch. 242, § 7.05.
Tenn. Code Ann. § 48-64-102 — TN Code / Title 48 / Chapter 64 / Section 48-64-102
Dissolution by board of directors, members and third persons
Status: in_force

(a) A corporation may be voluntarily dissolved by the written consent of its members in accordance with § 48-57-104 or at a special meeting called in accordance with § 48-57-102 . (b) A corporation's board of directors may propose dissolution for submission to the members. Notice of any meeting of the directors to approve such action shall be in accordance with § 48-64-101(b) . (c) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; (2) The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f); and (3) Any person or persons whose approval is required by a charter provision authorized by § 48-60-301 for a charter or bylaw amendment shall approve the dissolution in writing. (d) The board of directors or members may condition its submission of the proposal for dissolution on any basis. (e) The corporation shall notify its members, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (f) Unless the charter, bylaws, the board of directors, or members (acting pursuant to subsection (c)) require a greater vote or voting by class, the proposal to dissolve to be adopted shall be approved by two thirds (2/3) of the votes cast by members or a majority of the voting power, whichever is less. (g) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (h) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. Acts 1987, ch. 242, § 14.02.
(a) A corporation may be voluntarily dissolved by the written consent of its members in accordance with § 48-57-104 or at a special meeting called in accordance with § 48-57-102 .
(b) A corporation's board of directors may propose dissolution for submission to the members. Notice of any meeting of the directors to approve such action shall be in accordance with § 48-64-101(b) .
(c) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; (2) The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f); and (3) Any person or persons whose approval is required by a charter provision authorized by § 48-60-301 for a charter or bylaw amendment shall approve the dissolution in writing.
(1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members;
(2) The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f); and
(3) Any person or persons whose approval is required by a charter provision authorized by § 48-60-301 for a charter or bylaw amendment shall approve the dissolution in writing.
(d) The board of directors or members may condition its submission of the proposal for dissolution on any basis.
(e) The corporation shall notify its members, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(f) Unless the charter, bylaws, the board of directors, or members (acting pursuant to subsection (c)) require a greater vote or voting by class, the proposal to dissolve to be adopted shall be approved by two thirds (2/3) of the votes cast by members or a majority of the voting power, whichever is less.
(g) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(h) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Acts 1987, ch. 242, § 14.02.
Tenn. Code Ann. § 48-16-202 — TN Code / Title 48 / Chapter 16 / Section 48-16-202
Issuance of shares
Status: in_force

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the charter. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other benefits to be received, or other securities of the corporation. (c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. A decision by the board of directors to accept consideration for shares shall be deemed a determination that the consideration is adequate. A determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. (d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. For the purposes of this subsection (d), when and to the extent consideration for the issuance of shares consists of a promissory note or contract for services or other benefits, the corporation has received such consideration at the time such note is issued or contract is entered into. (e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part. Acts 1986, ch. 887, § 6.21; 1994, ch. 776, §§ 14, 15.
(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the charter.
(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other benefits to be received, or other securities of the corporation.
(c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. A decision by the board of directors to accept consideration for shares shall be deemed a determination that the consideration is adequate. A determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. For the purposes of this subsection (d), when and to the extent consideration for the issuance of shares consists of a promissory note or contract for services or other benefits, the corporation has received such consideration at the time such note is issued or contract is entered into.
(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.
Acts 1986, ch. 887, § 6.21; 1994, ch. 776, §§ 14, 15.
Tenn. Code Ann. § 48-51-307 — TN Code / Title 48 / Chapter 51 / Section 48-51-307
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 secretary of state's office for filing, the domestic or foreign corporation 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 secretary of state's 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 1987, ch. 242, § 1.36.
(a) If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation 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 secretary of state's 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 1987, ch. 242, § 1.36.
Tenn. Code Ann. § 48-15-102 — TN Code / Title 48 / Chapter 15 / Section 48-15-102
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 a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered 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. Amended by 2014 Tenn. Acts, ch. 783,s 3, eff. 7/1/2014. Acts 1986, ch. 887, § 5.02; 1987, ch. 273, §§ 29, 48; 1991, ch. 188, § 11; 2012, ch. 1051, § 20.
(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 a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered 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 a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered 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.
Amended by 2014 Tenn. Acts, ch. 783,s 3, eff. 7/1/2014.
Acts 1986, ch. 887, § 5.02; 1987, ch. 273, §§ 29, 48; 1991, ch. 188, § 11; 2012, ch. 1051, § 20.
Tenn. Code Ann. § 48-101-106 — TN Code / Title 48 / Chapter 101 / Section 48-101-106
First meeting and organization
Status: in_force

(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed, or delivered, to each incorporator at least five (5) days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of such unanimous agreement of the incorporators. (b) At such first meeting, the incorporators shall organize by choice by ballot of a temporary clerk, by the adoption of bylaws, by the election by ballot of directors, and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten (10) of the incorporators shall be a quorum for the transaction of business. Acts 1959, ch. 170, § 14; T.C.A., §§ 48-1706, 48-3-106.
(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed, or delivered, to each incorporator at least five (5) days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of such unanimous agreement of the incorporators.
(b) At such first meeting, the incorporators shall organize by choice by ballot of a temporary clerk, by the adoption of bylaws, by the election by ballot of directors, and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten (10) of the incorporators shall be a quorum for the transaction of business.
Acts 1959, ch. 170, § 14; T.C.A., §§ 48-1706, 48-3-106.
Tenn. Code Ann. § 48-101-309 — TN Code / Title 48 / Chapter 101 / Section 48-101-309
Terms of contracts
Status: in_force

Any lease, sale contract or loan agreement with respect to a project entered into pursuant to this part shall be for a term not shorter than the longest maturity of any bonds issued to finance such project, and shall provide for revenues adequate to pay principal of and interest on such bonds as the same falls due and to pay such portion of the operating expenses of the corporation as the board of directors shall determine to be necessary. Acts 1969, ch. 333, § 8; 1975, ch. 29, § 4; 1976, ch. 514, § 3; 1982, ch. 629, §§ 2, 3; 1982, ch. 947, § 6; 1983, ch. 76, §§ 2, 3; T.C.A., §§ 48-1908, 48-3-309.
Any lease, sale contract or loan agreement with respect to a project entered into pursuant to this part shall be for a term not shorter than the longest maturity of any bonds issued to finance such project, and shall provide for revenues adequate to pay principal of and interest on such bonds as the same falls due and to pay such portion of the operating expenses of the corporation as the board of directors shall determine to be necessary.
Acts 1969, ch. 333, § 8; 1975, ch. 29, § 4; 1976, ch. 514, § 3; 1982, ch. 629, §§ 2, 3; 1982, ch. 947, § 6; 1983, ch. 76, §§ 2, 3; T.C.A., §§ 48-1908, 48-3-309.
Tenn. Code Ann. § 48-58-108 — TN Code / Title 48 / Chapter 58 / Section 48-58-108
Removal of directors elected by members or directors
Status: in_force

(a) The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director. (f) In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (g) An entire board of directors may be removed under subsections (a)-(e). (h) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two thirds (2/3) of the directors then in office or such greater number as is set forth in the charter or bylaws. (i) If at the beginning of a director's term on the board, the charter or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. Amended by 2014 Tenn. Acts, ch. 899,s 32, eff. 1/1/2015. Acts 1987, ch. 242, § 8.08.
(a) The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal.
(b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
(f) In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
(g) An entire board of directors may be removed under subsections (a)-(e).
(h) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two thirds (2/3) of the directors then in office or such greater number as is set forth in the charter or bylaws.
(i) If at the beginning of a director's term on the board, the charter or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
Amended by 2014 Tenn. Acts, ch. 899,s 32, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.08.
Tenn. Code Ann. § 48-103-109 — TN Code / Title 48 / Chapter 103 / Section 48-103-109
Fees and expenses
Status: in_force

(a) The commissioner shall charge a filing fee of one hundred dollars ($100) for a registration statement filed by an offeror and one hundred dollars ($100) for a request for hearing filed by an offeree company. (b) The expenses reasonably attributable to any hearing held under this part shall be charged ratably to the offeror and the offeree company, unless otherwise ordered by the commissioner. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2109, 48-5-109, 48-35-109.
(a) The commissioner shall charge a filing fee of one hundred dollars ($100) for a registration statement filed by an offeror and one hundred dollars ($100) for a request for hearing filed by an offeree company.
(b) The expenses reasonably attributable to any hearing held under this part shall be charged ratably to the offeror and the offeree company, unless otherwise ordered by the commissioner.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2109, 48-5-109, 48-35-109.
Tenn. Code Ann. § 48-208-102 — TN Code / Title 48 / Chapter 208 / Section 48-208-102
Change of registered office or registered agent
Status: in_force

(a) Change in Registered Office and/or Agent by LLC. A foreign or domestic LLC 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 LLC; (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 its current registered agent is to be changed, the name of its 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) Change in Registered Office by Registered Agent. 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 LLC for which such registered agent is the registered agent by notifying the LLC 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 LLC has been notified of the change. Acts 1994, ch. 868, § 1.
(a) Change in Registered Office and/or Agent by LLC. A foreign or domestic LLC 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 LLC; (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 its current registered agent is to be changed, the name of its 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 LLC;
(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 its current registered agent is to be changed, the name of its 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) Change in Registered Office by Registered Agent. 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 LLC for which such registered agent is the registered agent by notifying the LLC 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 LLC has been notified of the change.
Acts 1994, ch. 868, § 1.