reglab/housing_qa huggingface dataset:
TN Code § 48-249-610 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-610. Procedure in Winding Up

  Winding up by merger.  If the business of the LLC is wound up and terminated by the merger of the dissolved LLC into a surviving entity:  The procedures stated in § 48-249-702 shall be followed; and   Sections 48-249-609, 48-249-611, 48-249-612, 48-249-613 and 48-249-620 do not apply.     Winding up other than by merger.  If the business of the LLC is to be wound up and terminated, other than by the merger of the dissolved LLC into a surviving entity, the procedures stated in subsections (c)-(e) shall be followed.   Debts of dissolved LLC.  When a notice of dissolution has been filed with the secretary of state, the members of a member-managed LLC, the managers of a manager-managed LLC, or the board of directors of a director-managed LLC, as applicable, shall proceed as soon as possible to:  Collect, or make provision for the collection of, all known debts due or owing to the LLC, including unperformed contribution agreements; and   Except as provided in § 48-249-611, pay, or make provision for the payment of, all known debts, obligations, and liabilities of the LLC, according to their priorities under § 48-249-620.     Sale of assets.  Notwithstanding § 48-249-705, when a notice of dissolution has been filed with the secretary of state, the managers of a manager-managed LLC or the board of directors of a director-managed LLC may sell, lease, transfer or otherwise dispose of all, or substantially all, of the property and assets of a dissolved LLC, without a vote of the members.   Distribution of remaining assets.  All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC shall be distributed to the members and holders of financial rights, in accordance with § 48-249-620, subject to § 48-249-305(d).
TN Code § 48-249-612 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-612. Articles of Termination

  When filed.  Articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC.   Contents.  Articles of termination shall set forth:  The name of the LLC;   The date of filing of its articles of organization;   The reason for the filing of the articles of termination;   Whether known and potential creditors and claimants have been notified of the dissolution under § 48-249-611; and   Any other information that the person filing the articles of termination determines necessary or desirable to include.     The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination:  Comply with subsection (b); and   Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
TN Code § 48-249-613 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-613. Revocation of Dissolution

  When revocation permitted.  In the case of dissolution by the members, as provided in § 48-249-601(a)(3), an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d).   Approval.  Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of directors or managers alone, as applicable, in which event the board of directors or managers, as applicable, may revoke the dissolution without member action.   Articles of revocation.  After the revocation of dissolution is authorized, the LLC may revoke the dissolution, by filing articles of revocation of dissolution with the secretary of state, that set forth:  The name of the LLC;   The effective date of the dissolution that was revoked;   The date that the revocation of dissolution was authorized;   If the directors of a director-managed LLC or the managers of a manager-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors or managers alone, as applicable, pursuant to that authorization; and   If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members, and a copy of the resolution or the written consent authorizing the revocation of dissolution.     Revocation where LLC winding up by merger.  If a dissolved LLC is being wound up and terminated by being merged into a successor entity under § 48-249-610(a), under an agreement or plan of merger under § 48-249-702, then the dissolution may be revoked under this section, only if the merger has been properly abandoned, as expressly provided for under § 48-249-702(k).
TN Code § 48-249-614 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-614. Effective Date and Effect of Articles of Termination

 When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated, except that the termination of the LLC existence shall not take away or impair any remedy of or against the LLC or its members, directors, managers or officers for any right or claim existing, or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers, as applicable, shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim.
TN Code § 48-249-615 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-615. Supervised Winding Up and Termination Following a Nonjudicial Dissolution

 After an event of dissolution has occurred, and before articles of termination have been filed, the LLC or, for good cause shown, a member or creditor, may apply to a court within the county in which the LLC's principal executive office is or was last located to have the dissolution conducted or continued under the supervision of the court as provided in §§ 48-249-616 – 48-249-619.
TN Code § 48-249-616 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-616. Judicial Intervention

 A court may grant any equitable relief it considers just and reasonable under the circumstances, may dissolve an LLC or may direct that the dissolved LLC be merged into another or new LLC or other entity, or otherwise be terminated, on the terms and conditions the court deems equitable.
TN Code § 48-249-617 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-617. Judicial Dissolution and Termination

  Judicial decree.  On application by the attorney general and reporter, or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the LLC documents.   Effectiveness of dissolution.  The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve as a notice of dissolution.   Effectiveness of termination.  The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve and have the same effect as articles of termination.
TN Code § 48-249-618 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-618. Procedure for Judicial Dissolution and Termination

  Venue.  Venue for a proceeding by the attorney general and reporter to dissolve, wind up and terminate an LLC lies in Davidson County. Venue for a proceeding brought by any other person lies in the county where the LLC's principal executive office is or was last located.   Members not necessary parties.  It is not necessary to make members parties to a proceeding to dissolve, wind up and terminate the existence of an LLC, unless relief is sought against them individually.   Remedies.  A court, in a proceeding brought to dissolve, wind up and terminate an LLC, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, as provided in § 48-249-619, take other action required to preserve the LLC's assets, wherever located, and carry on the business of the LLC until a full hearing can be held.   Bond.  In a proceeding for dissolution, winding up and termination of the existence of an LLC by a member, the petitioner shall execute and file a bond in the proceeding, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding.
TN Code § 48-249-619 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-619. Receivership or Custodianship

  Judicial appointment.  A court having equity jurisdiction in a judicial proceeding brought to dissolve, wind up and terminate the existence of an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property, wherever located.   Eligibility.  The court may appoint an individual or a domestic or foreign entity, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.   Powers and Duties.  The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:  A receiver may:  Dispose of all or any part of the assets of the LLC, wherever located, at a public or private sale, if authorized by the court; and   Sue and defend in the receiver's own name, as receiver of the LLC, in all courts of this state; and     A custodian may exercise all of the powers of the LLC, through or in place of its members, board of directors, managers, or officers, as applicable, to the extent necessary to manage the affairs of the LLC in the best interests of its members, holders and creditors.     Combined functions.  The court, during a receivership, may redesignate the receiver a custodian, and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members, holders and creditors.   Compensation.  The court, from time to time during the receivership or custodianship, may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets.
TN Code § 48-249-621 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-621. Omitted Assets

 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.
TN Code § 48-249-622 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-622. Right to Sue or Defend After Termination

 After the existence of an LLC has been terminated, any of its former managers, directors, officers or members may assert or defend, in the name of the LLC, any claim by or against the LLC.
TN Code § 48-249-623 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 6 - Dissolution and Winding Up of the Llc|§ 48-249-623. Reinstatement Within Certain Amount of Time — Amendment of Charter — Application for Reinstatement

 A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:   Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and   Filing an application for reinstatement following administrative dissolution pursuant to § 48-249-606.
TN Code § 48-249-701 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 7 - Merger, Conversion and Transfer of Assets|§ 48-249-701. Part Definitions

 As used in this part, unless the context otherwise requires:   “Domestic entity” means any entity formed under the laws of this state;   “Foreign entity” means any entity formed under the laws of any state of the United States other than this state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction; and   “Other entity” and “another entity” mean any domestic entity, other than a domestic LLC, or foreign entity, whether formed under the laws of this state, the laws of any other state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction.
TN Code § 48-249-705 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 7 - Merger, Conversion and Transfer of Assets|§ 48-249-705. Transfer of Assets Not in the Ordinary Course

  Approval of transfer.  The sale, lease, transfer or other disposition by an LLC of all, or substantially all, of its property and assets not in the usual and regular course of business shall be approved by:  A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and   A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.     Liability of transferee.  The transferee of assets under this section is liable for the debts, obligations and liabilities of the transferor, only to the extent provided in the contract or agreement between the transferee and the transferor, with respect to the transfer of assets or to the extent provided by this chapter or other applicable law.
TN Code § 48-249-706 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 7 - Merger, Conversion and Transfer of Assets|§ 48-249-706. Contractual Appraisal Rights

 The LLC documents, or an agreement or plan of merger, may provide that contractual appraisal rights, with respect to a membership interest, financial rights or another interest in the LLC, shall be available for any class or group of members or holders of financial rights in the LLC, in connection with any amendment of the LLC documents, any merger in which the LLC is a constituent party to the merger, any conversion of the LLC to another entity, any sale, lease, transfer or other disposition by the LLC of all or substantially all of its property and assets not in the usual and regular course of business, or any other action or event affecting the LLC.
TN Code § 48-249-801 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 8 - Derivative Proceedings and Equitable Remedies|§ 48-249-801. Right to Bring Proceeding

  Manager-managed or director-managed LLC.  A member or holder of financial rights of a director-managed LLC, or of a manager-managed LLC, may bring a proceeding in the right of an LLC to recover a judgment in its favor, if:  The member or holder of financial rights, as applicable, was a member or holder of financial rights of the LLC when the transaction complained of occurred; or   The member or holder of financial rights, as applicable, became a member or holder of financial rights through transfer by operation of law, from a person who was a member or holder of financial rights, as applicable, when the transaction complained of occurred.     Member-managed LLC.  A member or holder of financial rights of a member-managed LLC may bring a proceeding in the right of an LLC to recover a judgment in its favor, if members or other persons with authority to do so have refused to bring the proceeding, or if an effort to cause those members or other persons to bring the proceeding is not likely to succeed.
TN Code § 48-249-802 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 8 - Derivative Proceedings and Equitable Remedies|§ 48-249-802. Complaint

 A complaint in a proceeding brought in the right of an LLC shall allege with particularity the demand made, if any, to obtain action by the directors, managers, officers, members or other persons with the authority to act, as applicable, and either that the demand was refused or ignored, or why the member or holder of financial rights, as applicable, did not make the demand.
TN Code § 48-249-803 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 8 - Derivative Proceedings and Equitable Remedies|§ 48-249-803. Discontinuance

 A proceeding commenced under this part may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members or holders of financial rights, the court shall direct that notice be given to the members or holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the proceeding shall bear the expense of giving the notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the proceeding and recoverable in the same manner as other taxable costs.
TN Code § 48-249-804 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 8 - Derivative Proceedings and Equitable Remedies|§ 48-249-804. Award of Expenses

  Defendant's expenses.  On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses, including attorneys' fees, incurred in defending the proceeding, if it finds that the proceeding was commenced without reasonable cause.   Plaintiff's expenses.  If a derivative proceeding is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such proceeding, the court may award the plaintiff its reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the LLC the remainder of anything received, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses, or portion of the expenses, be paid by the LLC.
TN Code § 48-249-805 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 8 - Derivative Proceedings and Equitable Remedies|§ 48-249-805. Equitable Remedies

 If an LLC, or any officer, manager, director or member, as applicable, of the LLC, or other person with the authority to act for the LLC, violates a provision of this chapter, a court in this state may, in a proceeding brought by a member or holder of financial rights of the LLC, grant any equitable relief it considers just and reasonable in the circumstances, and, award expenses, including attorneys' fees and disbursements, to the member or holder of financial rights, as applicable.
TN Code § 48-249-901 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 9 - Foreign Limited Liability Companies|§ 48-249-901. Governing Law

 Subject to the Constitution of Tennessee:   The laws of the jurisdiction under which a foreign LLC is formed govern its formation, internal affairs and dissolution, and the liability of its members and representatives, regardless of whether the foreign LLC procured, or should have procured, a certificate of authority under this part; and   Except as provided in § 48-249-1123, a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its formation and the laws of this state.