reglab/housing_qa huggingface dataset:
TN Code § 48-231-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 3 - Court Action|§ 48-231-301. Court Action

  If a demand for payment under § 48-231-209 remains unsettled, the LLC shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the LLC does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.   The LLC shall commence the proceeding in a court of record having equity jurisdiction in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located. If the LLC is a foreign LLC without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic LLC merged with, or whose membership interests were acquired by, the foreign LLC was located.   The LLC shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their membership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.   The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.   Each dissenter made a party to the proceeding is entitled to judgment:  For the amount, if any, by which the court finds the fair value of the dissenter's membership interest plus accrued interest exceeds the amount paid by the LLC; or   For the fair value, plus accrued interest, of such dissenter's after-acquired membership interests for which the LLC elected to withhold payment under § 48-231-208.     The LLC is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's membership interest, plus accrued interest, is less than the amount paid by the LLC to each dissenter.
TN Code § 48-231-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 3 - Court Action|§ 48-231-302. Court Costs and Counsel Fees

  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.   The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:  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;   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.     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.
TN Code § 48-231-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 4 - Procedures as to Assignees of Financial Rights|§ 48-231-401. Procedures as to Assignees of Financial Rights

 When an assignment of some or all of the financial rights of a membership interest is in effect and a copy delivered to the LLC prior to the time described in § 48-231-206, then as to that membership interest parts 1-3 of this chapter must be followed subject to the following revisions:   All rights to be exercised and actions to be taken by a member under parts 2 and 3 of this chapter shall be taken by the member and not by any assignee of the member's financial rights as between the LLC and the assignees, the actions taken or omitted by the member bind the assignees;   Instead of remitting a payment under § 48-231-206, the LLC shall forward to the dissenter member:  The materials described in § 48-231-206(b);   An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of financial rights according to the terms of the assignments reflected in the required records; and   A statement of that allocation;     If the dissenter member accepts the amount of the offer made under subdivision (2) but disputes the allocation, the dissenter shall promptly so notify the LLC and promptly after the notification bring an action to determine the proper allocation. The suit must be filed in the county in which the registered office of the LLC is located, or in the case of a surviving foreign LLC or other entity that is complying with this section following a merger with a constituent LLC, the suit must be filed in the county in this state in which the last registered office of the constituent LLC was located. The suit must name as parties the member, the LLC and all assignees of the member's financial rights. Upon being served with the action, the LLC shall promptly pay into the court the amount offered under subdivision (2) and shall then be dismissed from the action;   If the dissenter considers the amount offered under subdivision (2) inadequate, the dissenter may decline the offer and demand payment under § 48-231-209. If the dissenter makes demand, part 3 of this chapter applies, with the court having jurisdiction also to determine the correctness of the allocation;   If the member fails to take action under either subdivision (3) or (4), then:  As to the LLC, both the member and the assignees of the member's financial rights are limited to the amount and allocation offered under subdivision (2); and   The LLC discharges its obligation of payment by making payment according to the amount and allocation offered under subdivision (2).
TN Code § 48-244-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 244 - Merger and Transfer of Assets|Part 1 - Merger|§ 48-244-101. Merger

  Merger.  With or without a business purpose and pursuant to a plan of merger, a domestic LLC may merge with or into one (1) or more entities formed or organized under the laws of this state or foreign jurisdiction, with the domestic LLC or such other entity, as the plan of merger shall provide, being the surviving or resulting domestic LLC or other entity.   After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
TN Code § 48-244-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 244 - Merger and Transfer of Assets|Part 1 - Merger|§ 48-244-102. Approval of Merger

  LLC Organized Under the Law of the State of Tennessee.  In the case of an LLC organized under the law of this state, unless the articles or operating agreement provide otherwise, the plan must be approved by:  A majority of the board of governors, if the LLC is board-managed; and   Whether or not the LLC is member-managed or board-managed, by the members holding a greater than sixty-six and two-thirds percent (66 2/3%) voting interest of all members entitled to vote and of each class or group entitled to vote. In no event may the articles or operating agreement provide for approval by less than fifty percent (50%) in voting interest in the aggregate.     Other Entities in General.  As to entities other than domestic LLCs which are parties to the merger, the plan of merger must be approved by a vote of a majority in voting interest of all owners entitled to vote, except as otherwise specifically provided by the law of this state or of the foreign jurisdiction in which the entity is organized or by the articles, bylaws, partnership agreement or similar equivalent of such entity. In no case may the articles, bylaws, partnership agreement or similar equivalent require less than a fifty percent (50%) in voting interest vote unless the applicable law of the state or foreign jurisdiction specifically provides otherwise.
TN Code § 48-244-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 244 - Merger and Transfer of Assets|Part 1 - Merger|§ 48-244-103. Certificate of Merger

 If a domestic LLC is merging under this section, the domestic LLC or business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger must be executed by a duly authorized person and set forth:   The name, jurisdiction and date of formation or organization of each of the LLCs or other entities which is a party to the merger;   That a plan of merger has been approved and executed by each of the LLCs and other business entities which are a party to the merger;   The name and address of the principal executive office or equivalent thereof, of the surviving or resulting entity into which the other entities will merge;   Whether the surviving entity is an LLC, general partnership, limited partnership, corporation or form of other entity;   The future effective date or time, which shall be a date or time certain and which shall comply with § 48-247-109(b) of the merger if it is not to be effective upon the filing of the plan of merger;   That the plan of merger is on file at a place of business of the surviving or resulting entity, and shall state the address thereof;   That a copy of the plan of merger will be furnished by the surviving or resulting entity, on request and without cost, to any member of any domestic LLC or any persons holding an interest in any other entity which is or was a party to the merger; and   If the surviving or resulting entity is not a domestic LLC, or an entity other than a general partnership organized under the laws of this state, a statement that such surviving or resulting entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any entity which is a party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 48-208-105 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-208-105.
TN Code § 48-244-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 244 - Merger and Transfer of Assets|Part 1 - Merger|§ 48-244-104. Filing and Effect of Certificate of Merger

  Effective Date of Merger.  Unless a future effective date or time complying with § 48-247-109(b) is provided in the certificate of merger, in which event the merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of the plan of merger.   LLC Effect.  The articles of merger as filed with the office of the secretary of state shall act as notice of dissolution and articles of termination for a domestic LLC which is not the surviving or resulting entity in the merger.   General Effect of Merger.  When any merger shall have become effective under this part:  Every entity which is a party to the merger other than the surviving entity ceases to exist;   All property, real, personal, tangible and intangible, owned by each of the merged entities vests in the surviving or resulting entity;   All obligations and duties of every entity that is a party to the merger become the obligations and duties of the surviving or resulting entity and all liens upon any property of any of the merged business entities shall be preserved unimpaired and may be enforced against the surviving or resulting entity to the same extent as if the debts, liabilities and duties had been incurred or contracted by the surviving or resulting entity;   An action or proceeding pending against an entity which is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding;   Unless otherwise provided in the certificate of merger or as may be required by applicable law, a domestic entity which is not the surviving or resulting entity in the merger shall not be required to wind up its affairs or pay its liabilities and distribute its assets; and   If obligations incurred before the merger by a party to the merger are not able to be satisfied out of the property of the surviving entity, all partners, members or shareholders of such party immediately before the effective date of the merger shall be obligated to contribute to the surviving entity to the extent and in the manner such persons would have been obligated to contribute to such party in the event such obligations of such party could not have been satisfied out of the property of such party.     Personal Liabilities of a Member.  A member of the surviving LLC is liable for:  All obligations of a party to the merger for which the member was personally liable before the merger; and   All obligations of the surviving entity incurred after the merger takes effect, to the extent imposed under applicable law or by contract executed by such member.
TN Code § 48-244-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 244 - Merger and Transfer of Assets|Part 2 - Transfer of Assets and When Permitted|§ 48-244-201. Transfer of Assets and When Permitted

  Member Approval and When not Required.  Unless otherwise provided in the articles or operating agreement, an LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, if board-managed, or by a majority vote, if member-managed, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business and grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property.   Member Approval and When Required.  Unless otherwise provided in the articles or in an operating agreement, a board-managed LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of governors considers expedient.   In the case of a board-managed LLC, the action of the board of governors in subdivision (b)(1) must be approved by the members or, in the case of a member-managed LLC, the members must approve the sale, lease, transfer or other disposition of all or substantially all of the LLC's property and assets not in the usual and regular course of business at a regular or special meeting of the members by majority vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not in the usual and regular course of business.     Signing of Documents.  Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by any one (1) of its current managers or, if the LLC no longer exists, by any one (1) of its last managers.   Transferee Liability.  The transferee 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 or to the extent provided by Chapters 201 248 of this title or other statutes of this state.
TN Code § 48-245-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 2 - Nonjudicial Dissolution|§ 48-245-201. Nonjudicial Termination by Organizers

  Manner.  An LLC that has not accepted contributions may be dissolved and terminated by the organizers in the manner set forth in this section.   Articles of Termination.  A majority of the organizers shall sign and file with the secretary of state articles of termination containing:  The name of the LLC;   The date of organization;   A statement that contributions have not been accepted; and   A statement that no debts remain unpaid.     The secretary of state shall file the articles of termination of existence of the LLC if the secretary of state finds that the articles:  Comply with subsection (b); and   Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.     When the articles of termination have been filed in accordance with subsection (c), the existence of the LLC is terminated.
TN Code § 48-245-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 2 - Nonjudicial Dissolution|§ 48-245-202. Nonjudicial Dissolution by Members

  Manner.  An LLC may be dissolved by the members:  Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in Chapters 201 248 of this title, requiring member action;   By any procedures set forth in the articles or operating agreement; or   By the members when authorized in the manner set forth in this section.     Notice and Approval.  The proposed dissolution must be submitted for approval at a meeting of members. Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in § 48-222-101 for meetings of members, and whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the LLC and that dissolution must be followed by the winding up and termination of the LLC.   If the proposed dissolution is approved at a meeting by a majority vote or such greater vote as may be provided for in the articles or operating agreement, the LLC must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to § 48-245-401.
TN Code § 48-245-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 3 - Administrative Dissolution|§ 48-245-301. Grounds for Administrative Dissolution

 The secretary of state may commence a proceeding under § 48-245-302 to administratively dissolve the LLC if:   The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;   The LLC is without a registered agent or registered office in this state for two (2) months or more;   The name of an LLC contained in a document filed pursuant to Chapters 201 248 of this title fails to comply with § 48-207-101;   The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;   The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment;   A governor, manager, member or other representative of an LLC signed a document such person knew was false in any material respect with the intent that the document be delivered to the secretary of state for filing; or   A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence.
TN Code § 48-245-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 245 - Dissolution Generally|Part 3 - Administrative Dissolution|§ 48-245-302. Procedure for and Effect of Administrative Dissolution

  If the secretary of state determines that one (1) or more grounds exist under § 48-245-301 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination in accordance with §§ 48-208-104 and 48-208-105, except that such determination may be sent by first class mail.   If the LLC does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication in accordance with §§ 48-208-104 and 48-208-105, the secretary of state shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC in accordance with §§ 48-208-104 and 48-208-105, except that the certificate may be sent by first class mail.   An LLC administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-245-501 and notify claimants under § 48-245-502.   The administrative dissolution of an LLC does not terminate the authority of its registered agent.