reglab/housing_qa huggingface dataset:
TN Code § 48-249-1108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1108. Name

  Name requirements.  The name of a domestic PLLC and of a foreign PLLC that is applying for a certificate of authority or is authorized to transact business in this state, in addition to satisfying the requirements of §§ 48-249-106 and 48-249-903, except the requirement that the name include the words “limited liability company” or “LLC”:  Shall contain the words “professional limited company,” “professional limited liability company,” “professional LLC,” “limited liability professional company” or the abbreviations “P.L.C.,” “P.L.L.C.” or “L.L.P.C.,” or such abbreviations without punctuation; provided, however, that, in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the words or abbreviations provided for in this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign PLLC was formed;   Shall not contain the word “corporation” or “incorporated,” or an abbreviation of either or both of these words; and   May not contain language stating or implying that the domestic or foreign PLLC is formed or has elected professional LLC status for a purpose other than a purpose authorized by § 48-249-1104 and its articles.     Personal Name.  Sections 48-249-106 and 48-249-903 do not prevent the use of a name otherwise prohibited by those sections, if it is the personal name of a member or former member of the domestic or foreign PLLC, or the name of an individual who was associated with a predecessor of the domestic or foreign PLLC.
TN Code § 48-249-1110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1110. Transfers

  Qualified persons only.  Subject to §§ 48-249-507 and 48-249-508, a member or holder of financial rights of a PLLC may transfer such member's or holder's membership interest, governance rights or financial rights, as applicable, in the PLLC, only to qualified persons; provided, that nothing in this section shall be construed as prohibiting such a member or holder from transferring such member's or holder's financial rights to a financial institution as collateral for a loan.   Prohibited transfers void.  A transfer of a membership interest, governance rights or financial rights that is made in violation of subsection (a), except one made by operation of law or court judgment, is void.
TN Code § 48-249-1111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1111. Required Purchase of Membership Interest and Financial Rights

  Purchase obligation.  A PLLC shall purchase, or cause to be purchased by a qualified person, the membership interest of any member and the financial rights of any holder of financial rights, at a price that represents the fair value of the membership interest or financial rights as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under this subsection (a), from the personal representative of the member or holder of financial rights, the member or holder of financial rights or the disqualified person to whom the membership interest or financial rights has or have been transferred, as applicable, in accordance with this section, if:  The member or holder of financial rights dies;   The member or holder of financial rights becomes a disqualified person, except as provided in subsection (c);   The membership interest of a member or the financial rights of a holder is or are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or   The member or holder of financial rights retires, withdraws from or terminates employment with the PLLC.     Purchase terms.  If the amount of fair value and other terms of payment for the membership interest or financial rights are fixed, or are to be determined by the LLC documents or a private agreement, the amount and terms so fixed or determined govern. If the amount of fair value and other terms of payment are not so fixed or determined by the LLC documents or a private agreement, the PLLC shall purchase the membership interest or financial rights in accordance with § 48-249-1112.   Limited disqualification.  This section does not require the purchase of a membership interest or financial rights in the event a member or holder of financial rights becomes a disqualified person, if the disqualification lasts no more than five (5) months from the date the disqualification occurs.   Other benefits.  This section and § 48-249-1112 do not prevent or relieve a PLLC from paying to a former member or holder pension benefits or other deferred compensation for services rendered by the former member or holder, if otherwise permitted by law.   Specific enforcement.  Any governing terms contained in the LLC documents of a PLLC or a private agreement as to the amount of fair value and other terms of payment for a membership interest or financial rights are specifically enforceable.
TN Code § 48-249-1112 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1112. Purchase Notice, Acceptance and Termination of Interest

  Purchase notice.  If a membership interest or financial rights is required to be purchased under § 48-249-1111, the PLLC shall deliver a written notice to the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), offering to purchase the membership interest or financial rights at a price the PLLC believes to represent its fair value as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a). The notice shall be accompanied by the PLLC's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the notice, the PLLC's income statement for that year, a statement of changes in equity of the PLLC for that year, and the PLLC's latest available interim financial statements, if any.   Acceptance.  The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) has thirty (30) days after the effective date of the notice to accept the PLLC's offer, or to demand that the PLLC commence a proceeding under § 48-249-1113, to determine the fair value of the membership interest or financial rights. If such person accepts the offer, the PLLC shall make payment for the membership interest or financial rights within sixty (60) days after the effective date of the notice, unless a later date is agreed on, upon the transfer of the membership interest or financial rights from such person to the PLLC.   Termination.  After the PLLC makes payment for the membership interest or financial rights, the person who was entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), as well as the member or holder of financial rights whose membership interest or financial rights have been purchased, if different from such person, has no further membership interest or financial rights in the PLLC.
TN Code § 48-249-1113 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1113. Commencement of Fair Value Determination Proceeding

  Right to commence proceeding.  If the person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) does not accept the PLLC's offer under § 48-249-1112(b), within the thirty-day period specified in § 48-249-1112(b), such person may, during the following thirty-day period, deliver a written notice to the PLLC demanding that the PLLC commence a proceeding to determine the fair value of the membership interest or financial rights. The PLLC may commence a proceeding to determine the fair value of the membership interest or financial rights at any time during the sixty (60) days following the effective date of the PLLC's notice under § 48-249-1112(a). If the PLLC does not do so, the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) may commence a proceeding against the PLLC to determine the fair value of the membership interest or financial rights.   Jurisdiction.  A proceeding brought to determine the fair value of a membership interest or financial rights under subsection (a) shall be brought in a court of record having equity jurisdiction in the county where the PLLC's principal executive office, or, if not in this state, its registered office, is located. The PLLC and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) shall each be made a party to the proceeding. The PLLC, at its expense, shall notify, in writing, all of the other members and any other person the court directs of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.   Appraisers.  The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to such order.   Right to judgment.  The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) is entitled to judgment for the fair value of the membership interest or financial rights determined by the court as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a), together with interest from that date at a rate determined by the court to be fair and equitable.   Installment payments.  The court may order the judgment paid in such installments as may be determined by the court.
TN Code § 48-249-1114 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1114. Assessment of Proceeding Costs

  Determination and assessment.  In a fair value proceeding commenced under § 48-249-1113, the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and the court shall assess the costs against the PLLC. Notwithstanding this subsection (a), the court may assess those costs in an amount the court determines to be equitable against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), if the court determines that such person acted arbitrarily, vexatiously or not in good faith in refusing to accept the PLLC's offer.   Other fees and expenses.  The court may also:  Assess the fees and expenses of counsel and experts for the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) against the PLLC, and in favor of such person, if the court determines that the fair value of the membership interest or financial rights substantially exceeded the amount offered by the PLLC or that the PLLC did not make an offer; or   Assess the fees and expenses of counsel and experts for the PLLC against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), and in favor of the PLLC, if the court finds that the fair value of the membership interest or financial rights did not substantially exceed the amount offered by the PLLC.
TN Code § 48-249-1115 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1115. Termination of Membership Interest or Financial Rights of a Disqualified Person

 If the membership interest or financial rights of a member or holder of financial rights is not or are not purchased under § 48-249-1112 or 48-249-1113 within ten (10) months after the death of the member or holder, or within five (5) months after the occurrence of any other event giving rise to the PLLC's purchase obligation under § 48-249-1111(a), the PLLC shall immediately terminate the membership interest or financial rights on the PLLC's books, and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), as well as the member or holder of financial rights, if different from such person, has no further membership interest or financial rights in the PLLC, other than such person's right to payment of the fair value of the membership interest or financial rights under § 48-249-1112 or 48-249-1113.
TN Code § 48-249-1116 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1116. Disqualification of Members and Other Persons

 If any member or holder of financial rights of a PLLC becomes disqualified to render those professional services for which the PLLC was formed, or has elected professional LLC status within this state, such member or holder shall be deemed to have resigned and withdrawn from the PLLC, and shall have no further interests as a member or holder in the PLLC, other than the right to receive any distribution to which such member or holder may be entitled as a member or holder under the LLC documents or §§ 48-249-1111 — 48-249-1115, if applicable. If any member, manager, director, officer, agent or employee of a domestic or foreign PLLC who is rendering professional service to the public within this state becomes legally disqualified to render those professional services within this state, that member, manager, director, officer, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that domestic or foreign PLLC. A domestic PLLC's failure to require compliance with this provision shall constitute a ground for the dissolution of the PLLC by the secretary of state, and a foreign PLLC's failure to require compliance with this provision shall constitute a ground for the revocation of the foreign PLLC's certificate of authority in this state by the secretary of state.
TN Code § 48-249-1117 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1117. Directors, Managers and Officers

 If persons other than qualified persons are permitted by the licensing authority to serve as directors, managers or officers of a PLLC, not less than one half (½) of the directors, if any, all managers, if any, and all officers, if any, except the secretary, assistant secretary and treasurer, if any, of a PLLC, shall be qualified persons with respect to the PLLC.
TN Code § 48-249-1118 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1118. Privilege

 A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign PLLC and to its members, holders of financial rights, directors, managers, officers and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services.
TN Code § 48-249-1119 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1119. Liability

  Individual professional liability.  Each individual who renders professional services as a member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions, to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial rights, directors, managers, officers, employees or agents of the PLLC, unless such person is also at fault.   PLLC professional liability.  A domestic or foreign PLLC whose members, holders of financial rights, directors, managers, officers, employees or other agents perform professional services within the scope of their employment, or of their apparent authority to act for the domestic or foreign PLLC, is liable to the same extent as such members, holders of financial rights, directors, managers, officers, employees or other agents.   General limited liability.  Except as otherwise provided by this part, the personal liability of a member, holder of financial rights, director, manager, officer, employee, or other agent of a domestic or foreign PLLC, is no greater, in any respect, than the liability of a member, holder of financial rights, director, manager, officer, employee or other agent of an LLC formed under this chapter.
TN Code § 48-249-1120 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1120. Mergers and Conversions

  Mergers and conversions permitted.  A PLLC may merge with or into, or convert into, any other 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 part 7 of this chapter, and any entity permitted to render professional services of a PLLC in this state may convert into a PLLC, in the same manner and to the same extent as other entities under part 7 of this chapter.   Compliance.  If the surviving entity or entity resulting from the conversion is an LLC and is to render professional services in this state, it shall comply with this part.
TN Code § 48-249-1121 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1121. Cessation of Professional Services

 If a domestic PLLC ceases to render professional services, it shall amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of § 48-249-106. After the amendment or restatement becomes effective, the domestic PLLC may continue in existence as an LLC under this chapter, and it is no longer subject to this part. If a foreign PLLC that is authorized to transact business in this state ceases to render professional services in this state, it shall amend its certificate of authority to delete references to rendering professional services and to conform its name to the requirements of § 48-249-903. After the amendment becomes effective, the foreign PLLC may continue its authority to transact business in this state as a foreign LLC, and it is no longer subject to this part.
TN Code § 48-249-1122 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1122. Dissolution

 The attorney general and reporter may commence a proceeding to dissolve a PLLC under § 48-249-617, if:   The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC, in accordance with § 48-249-112, that it has violated or is violating a provision of this part;   The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that such violation did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112; and   The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct such violation, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112.
TN Code § 48-249-1123 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1123. Foreign Pllcs

  Certificate of authority required.  Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state.   Requirements.  A foreign PLLC may not obtain a certificate of authority, unless:  Its name satisfies the requirements of § 48-249-1108;   It is formed for one (1) or more of the purposes referenced in, and satisfies the requirements of § 48-249-1104; and   All of its members, holders of financial rights, or their equivalent, if any, directors, or their equivalent, if any, managers, or their equivalent, if any, and officers, or their equivalent, if any, are licensed in one (1) or more states to render a professional service described in its articles; provided, however, that, if the licensing authority of this state permits persons other than qualified persons to serve as directors, managers or officers of a PLLC, not less than one half (½) of its directors, or their equivalent, if any, all of its managers, or their equivalent, if any, and all of its officers, or their equivalent, if any, except the secretary, assistant secretary and treasurer, if any, shall be qualified persons with respect to the foreign PLLC.     Exception.  A foreign PLLC is not required to obtain a certificate of authority in this state, unless it maintains, or intends to maintain an office, in this state for conduct of business or professional practice.
TN Code § 48-249-1124 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1124. Application for a Certificate of Authority

 The application of a foreign PLLC for a certificate of authority in this state shall:   Contain the information required in § 48-249-904;   State that it is a foreign PLLC;   State that its purpose is to render specified professional services; and   Include a statement that the requirements of § 48-249-1123(b)(3) are satisfied.