reglab/housing_qa huggingface dataset:
TN Code § 48-249-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 5 - Admission of Members — Membership Interests — Transferees and Creditors of Members|§ 48-249-501. Admission of Members

  Admission at formation.  In connection with the formation of an LLC, a person is admitted as a member of the LLC upon the later to occur of:  The formation of the LLC under § 48-249-201; or   The time provided in and upon compliance with the LLC documents, or, if the LLC documents do not so provide, the time at which the person's admission is reflected in the records of the LLC.     Admission after formation.  After an LLC is formed, all members shall approve the admission of a new person as a member, the membership interest of such person and the contribution of such person. All consents under this subsection (b) may be unreasonably withheld and are in the sole discretion of the members.   Single member LLCs.  An LLC may have one (1) or more members.
TN Code § 48-249-502 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 5 - Admission of Members — Membership Interests — Transferees and Creditors of Members|§ 48-249-502. Nature of Membership Interest and Statement of Interest Owned

  Nature of membership interest.  A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC.   Statement of interest owned.  At the request of any member or holder of financial rights in an LLC, the LLC shall state in writing the particular membership interest or financial rights, or portion of the membership interest or financial rights, owned by such member or holder as of the time the LLC makes the statement. The statement shall describe such person's rights, if any, to vote, to share in profits and losses, and to share in distributions, as well as any transfer of the member's or holder's rights then in effect. The statement shall not be deemed to be a security, as defined in § 47-8-102(a), except as provided in § 47-8-103(c), shall not be a negotiable instrument, shall not be deemed to be a bond or stocks, as those terms are used in § 67-2-101, and shall not be a vehicle by which a transfer of any membership interest or financial rights may be effected.
TN Code § 48-249-504 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 5 - Admission of Members — Membership Interests — Transferees and Creditors of Members|§ 48-249-504. Termination of Membership Interest in Contravention of Llc Documents

  If the membership interest of a member is terminated by the member in contravention of the LLC documents, then:  Forfeiture of governance rights.  The member forfeits all the member's governance rights in the LLC, including in the winding up and termination process of the LLC; and   Liability for damages.  The member is liable for damages incurred by all the other members, holders and the LLC due to the wrongful termination. Such damages and all other amounts owing to the LLC, whether or not currently due, arising from the wrongful termination, may be offset against any amount owing from the LLC to the wrongfully terminating member.     Nothing in this section shall be deemed to provide a member with the power to terminate the member's membership interest, if the LLC documents negate or, pursuant to § 48-249-503(b)(1), are deemed to negate the power.
TN Code § 48-249-507 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 5 - Admission of Members — Membership Interests — Transferees and Creditors of Members|§ 48-249-507. Transfer of Financial Rights

  Transferability of financial rights.  Except as provided in subsection (c) the financial rights of a member or a holder of financial rights are transferable in whole or in part.   Effect of transfer of financial rights.  A transfer of the financial rights of a member or a holder of financial rights entitles the transferee to receive, to the extent transferred, only the share of profits and losses and the distributions to which the transferor would otherwise be entitled, together with the right to transfer further the financial rights so transferred. A transfer of the financial rights of a member or a holder of financial rights does not dissolve the LLC and does not entitle or empower the transferee to become a member, to cause a dissolution, or to exercise any governance rights. Any attempt by the transferee to become a member, cause a dissolution or exercise any governance rights shall be null and void.   Restrictions on transfer of financial rights.  A restriction on the transfer of financial rights may be imposed in the LLC documents, by a written resolution adopted by all the members, or by a written agreement among, or other written action by, all the members, and, if so provided in the LLC documents, holders of financial rights.   A restriction on the transfer of financial rights referenced in subdivision (c)(1) is enforceable against the owner of the restricted financial rights. A written restriction on the transfer of financial rights that is set forth in the LLC documents may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a personal representative, whether or not such successor or transferee of the owner had actual notice of the restricted financial rights. Except for a written restriction in the LLC documents, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.     Effective date of transfer.  Any permissible transfer of financial rights under this section shall be effective as to and binding on the LLC, only when the transferee's name, address, taxpayer identification number and the nature and extent of the transfer are reflected in the LLC documents or the records of the LLC.
TN Code § 48-249-509 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 5 - Admission of Members — Membership Interests — Transferees and Creditors of Members|§ 48-249-509. Rights of Judgment Creditor

 On application to a court of competent jurisdiction by any judgment creditor of a member or holder of financial rights, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of such person's financial rights under § 48-249-507. This section does not deprive any member, holder or transferee of financial rights of the benefit of any exemption laws applicable to the membership interest or financial rights. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest or financial rights.
TN Code § 48-249-601 (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|§ 48-249-601. Dissolution

  Events causing dissolution.  An LLC is dissolved upon the first to occur of the following:  If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of an LLC that is administratively dissolved pursuant to § 48-249-604 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-249-606;   The occurrence of an event specified in the LLC documents;   An action of the members in accordance with § 48-249-603;   An action of the organizers under § 48-249-602;   An order of a court under § 48-249-616 or 48-249-617;   An action of the secretary of state under § 48-249-605; or   At any time there are no members if:  The LLC files a notice of dissolution as provided in § 48-249-609, within ninety (90) days after the occurrence of the event that terminated the membership interest of the last remaining member, which notice of dissolution may be signed on behalf of the LLC by the personal representative of the last remaining member; and   The LLC documents specify that the termination of the membership interest of the last remaining member dissolves the LLC; provided, that if such notice of dissolution is not filed or the LLC documents do not provide for dissolution in that event, the LLC is not dissolved and is not required to be wound up and the personal representative of the last remaining member is automatically substituted as a member for the last remaining member, effective as of the occurrence of the event that terminated the membership interest of the last remaining member. Notwithstanding this subdivision (a)(7)(B), the LLC documents may specify that any person may be substituted as a member for the last remaining member, effective as of the date of the event that causes the termination of membership interest of the last remaining member.       Events not causing dissolution.  The termination, dissociation, death, incapacity, withdrawal, retirement, resignation, expulsion, bankruptcy or dissolution of any member, or the occurrence of any other event that terminates the membership interest of any member, shall not cause the LLC to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the LLC shall be continued without dissolution.   Effect of dissolution.  An LLC dissolved by any of the dissolution events specified in subsection (a) shall be wound up, and its existence shall be terminated as provided in this part.
TN Code § 48-249-602 (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|§ 48-249-602. Nonjudicial Termination by Organizers

  Articles of termination.  An LLC that has not accepted contributions may be dissolved and its existence terminated by the organizers, if a majority of the organizers sign and file articles of termination with the secretary of state containing:  The name of the LLC;   The date of formation of the LLC;   A statement that contributions have not been accepted by the LLC; and   A statement that no debts of the LLC remain unpaid.     The secretary of state shall file the articles of termination of the LLC if the secretary of state finds that the articles:  Comply with subsection (a); 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 (b), the existence of the LLC is terminated.
TN Code § 48-249-603 (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|§ 48-249-603. Nonjudicial Dissolution by Members

  Manner of dissolution.  An LLC may be dissolved by the members:  Upon any event of dissolution set forth in the LLC documents or this chapter requiring member action;   By any procedures set forth in the LLC documents; or   By the members, when authorized in the manner set forth in this section.     Approval.  The proposed dissolution of the LLC shall be submitted for approval at a meeting of members. Notice, in accordance with this chapter and the LLC documents, shall be given to each member, whether or not entitled to vote at a meeting of members, and whether the meeting is a regular or a special meeting. Such notice shall state that a purpose of the meeting is to consider dissolving the LLC, and that dissolution shall be followed by the winding up and termination of the LLC.   If the proposed dissolution of the LLC is approved at a meeting of the members by a majority vote, or such other vote as may be provided for in the LLC documents, the LLC shall be dissolved and notice of dissolution shall be filed with the office of the secretary of state under § 48-249-609.
TN Code § 48-249-604 (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|§ 48-249-604. Grounds for Administrative Dissolution

 The secretary of state may commence a proceeding under § 48-249-605, 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 under this chapter fails to comply with § 48-249-106;   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 director, officer, 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 filed with the secretary of state; 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 § 48-249-605 (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|§ 48-249-605. Procedure for and Effect of Administrative Dissolution

  Notice of grounds.  If the secretary of state determines that one (1) or more grounds exist under § 48-249-604 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 § 48-249-113(a), except that determination may be sent by first class mail.   Dissolution after notice.  If the LLC does not correct each ground for administrative 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 the secretary of state's service of the communication of the determination in the same manner as is permitted under subsection (a), 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 the same manner as is permitted under subsection (a).   Effect of administrative dissolution.  An LLC that has been 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 § 48-249-601 and notify claimants under § 48-249-611.   Effect on registered agent and registered office.  The administrative dissolution of an LLC does not terminate the designation or authority of its registered agent or registered office.
TN Code § 48-249-606 (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|§ 48-249-606. Reinstatement Following Administrative Dissolution

  Application for reinstatement.  An LLC administratively dissolved under § 48-249-605 may apply to the secretary of state for reinstatement following administrative dissolution. The application shall:  Be accompanied by a confirmation of good standing relative to such LLC;   State the name of the LLC at its date of administrative dissolution;   State that the ground or grounds for dissolution either did not exist or have been eliminated; and   State a name for the LLC that satisfies the requirements of § 48-249-106.     Certificate of reinstatement.  If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with § 48-249-113(a), except that the copy of the certificate may be sent by first class mail.   If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles of the LLC insofar as it pertains to the LLC's name.     Relation back of reinstatement.  When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.
TN Code § 48-249-607 (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|§ 48-249-607. Appeal From Denial of Reinstatement

  Notice of denial.  If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC, in accordance with § 48-249-113(a) with a written notice that explains the reason or reasons for denial.   Appeal procedure.  The LLC may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The LLC shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the LLC's application for reinstatement, and the secretary of state's notice of denial.   Order of reinstatement.  The court may summarily order the secretary of state to reinstate the dissolved LLC, or may take other action the court considers appropriate.   Appeal of court decision.  The court's final decision may be appealed as in other civil proceedings.
TN Code § 48-249-608 (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|§ 48-249-608. Articles of Termination Following Administrative Dissolution

  Submission of articles of termination.  When an LLC that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering articles of termination to the secretary of state for filing following administrative dissolution, setting forth:  The name of the LLC;   The date that termination of the LLC existence was authorized;   That the resolution authorizing termination was duly adopted by the members;   A copy of the resolution or the written consent authorizing the termination; and   That all the assets of the LLC have been distributed to its creditors, members and holders.      The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles:  Comply with subsection (a); and   Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.     Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to 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 shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim.
TN Code § 48-249-609 (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|§ 48-249-609. Filing Notice of Dissolution and Effect

  Notice of dissolution.   If dissolution of the LLC is approved under § 48-249-603, or if it occurs under § 48-249-601(a)(2) or (a)(7), the LLC shall file a notice of dissolution with the secretary of state. The notice shall contain:  The name of the LLC; and    If the dissolution is approved under § 48-249-603(b), a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or   If the dissolution occurs under § 48-249-601(a)(2) or (a)(7), a brief statement of the event that caused the dissolution and the date of that event.       Effect of dissolution.  When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary or appropriate for the winding up and termination of the business and affairs of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-249-613, and the right to remove or appoint directors, managers or officers. The LLC's existence shall continue to the extent necessary to wind up the affairs of the LLC, until the dissolution is revoked or articles of termination are filed with the secretary of state.   Merger of dissolved LLC.  As part of winding up, the LLC may participate in a merger under part 7 of this chapter, but the dissolved LLC shall not be the surviving entity.   Remedies preserved.  The filing of a notice of dissolution with the secretary of state does not affect any remedy in favor of the LLC, or any remedy against it or its members, directors, managers or officers in those capacities, except as provided in § 48-249-611.