reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-607 - Appeal from denial of reinstatement

(a)
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.
(b)
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.
(c)
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.
(d)
Appeal of court decision.
The court's final decision may be appealed as in other civil proceedings.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-608 - Articles of termination following administrative dissolution

(a)
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:
(1)
The name of the LLC;
(2)
The date that termination of the LLC existence was authorized;
(3)
That the resolution authorizing termination was duly adopted by the members;
(4)
A copy of the resolution or the written consent authorizing the termination; and
(5)
That all the assets of the LLC have been distributed to its creditors, members and holders.
(b)
(1)
The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles:
(A)
Comply with subsection (a); and
(B)
Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(2)
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.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 41.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-609 - Filing notice of dissolution and effect

(a)
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:
(1)
The name of the LLC; and
(2)
(A)
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
(B)
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.
(b)
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.
(c)
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.
(d)
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
.
Amended by 2016 Tenn. Acts, ch. 688,s 11, eff. 7/1/2016.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-610 - Procedure in winding up

(a)
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:
(1)
The procedures stated in §
48-249-702
shall be followed; and
(2)
Sections
48-249-609
,
48-249-611
,
48-249-612
,
48-249-613
and
48-249-620
do not apply.
(b)
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.
(c)
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:
(1)
Collect, or make provision for the collection of, all known debts due or owing to the LLC, including unperformed contribution agreements; and
(2)
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
.
(d)
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.
(e)
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)
.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 35.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-612 - Articles of termination

(a)
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.
(b)
Contents.
Articles of termination shall set forth:
(1)
The name of the LLC;
(2)
The date of filing of its articles of organization;
(3)
The reason for the filing of the articles of termination;
(4)
Whether known and potential creditors and claimants have been notified of the dissolution under §
48-249-611
; and
(5)
Any other information that the person filing the articles of termination determines necessary or desirable to include.
(c)
The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination:
(1)
Comply with subsection (b); and
(2)
Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 42.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-613 - Revocation of dissolution

(a)
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).
(b)
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.
(c)
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:
(1)
The name of the LLC;
(2)
The effective date of the dissolution that was revoked;
(3)
The date that the revocation of dissolution was authorized;
(4)
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
(5)
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.
(d)
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)
.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-617 - Judicial dissolution and termination

(a)
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.
(b)
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.
(c)
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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-618 - Procedure for judicial dissolution and termination

(a)
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.
(b)
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.
(c)
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.
(d)
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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-619 - Receivership or custodianship

(a)
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.
(b)
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.
(c)
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:
(1)
A receiver may:
(A)
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
(B)
Sue and defend in the receiver's own name, as receiver of the LLC, in all courts of this state; and
(2)
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.
(d)
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.
(e)
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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 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:
(1)
Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and
(2)
Filing an application for reinstatement following administrative dissolution pursuant to §
48-249-606
.
Added by 2016 Tenn. Acts, ch. 688, s 12, eff. 7/1/2016.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 7 - MERGER, CONVERSION AND TRANSFER OF ASSETS (§§ 48-249-701 — 48-249-706) › Section 48-249-701 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Domestic entity" means any entity formed under the laws of this state;
(2)
"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
(3)
"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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 7 - MERGER, CONVERSION AND TRANSFER OF ASSETS (§§ 48-249-701 — 48-249-706) › Section 48-249-705 - Transfer of assets not in the ordinary course

(a)
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:
(1)
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
(2)
A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(b)
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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 7 - MERGER, CONVERSION AND TRANSFER OF ASSETS (§§ 48-249-701 — 48-249-706) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 8 - DERIVATIVE PROCEEDINGS AND EQUITABLE REMEDIES (§§ 48-249-801 — 48-249-805) › Section 48-249-801 - Right to bring proceeding

(a)
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:
(1)
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
(2)
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.
(b)
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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 8 - DERIVATIVE PROCEEDINGS AND EQUITABLE REMEDIES (§§ 48-249-801 — 48-249-805) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 8 - DERIVATIVE PROCEEDINGS AND EQUITABLE REMEDIES (§§ 48-249-801 — 48-249-805) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 8 - DERIVATIVE PROCEEDINGS AND EQUITABLE REMEDIES (§§ 48-249-801 — 48-249-805) › Section 48-249-804 - Award of expenses

(a)
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.
(b)
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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 8 - DERIVATIVE PROCEEDINGS AND EQUITABLE REMEDIES (§§ 48-249-801 — 48-249-805) › Section 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.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-901 - Governing law

Subject to the Constitution of Tennessee:
(1)
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
(2)
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.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 46.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-902 - Transactions not constituting transacting business

(a)
General.
The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this part:
(1)
Maintaining, defending or settling any proceeding, claim or dispute;
(2)
Holding meetings of its members or representatives, or carrying on any other activities concerning its internal affairs;
(3)
Maintaining bank accounts;
(4)
Maintaining offices or agencies for the transfer, exchange and registration of the foreign LLC's own securities, or appointing and maintaining trustees or depositories with respect to those securities;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, deeds of trust, mortgages and security interests in real or personal property;
(8)
Securing or collecting debts or enforcing mortgages, deeds of trust and security interests in property securing the debts;
(9)
Owning, without more, real or personal property; provided, that, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency therefor, other than an independent agency, is maintained in this state;
(10)
Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or
(11)
Transacting business in interstate commerce.
(b)
Entity not transacting business.
An entity formed under the laws of any jurisdiction other than this state shall not be deemed to be transacting business in this state for purposes of obtaining a certificate of authority to transact business, solely by reason of its being or acting in its capacity as a member or manager of a domestic or foreign LLC.
(c)
Nonexhaustive enumeration.
The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign LLC is required to procure a certificate of authority and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state, or to regulation under any other law of this state.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-903 - Name

(a)
Foreign LLC name.
A foreign LLC's name, to the extent used in this state, shall meet the requirements of §
48-249-106
.
(b)
Indistinguishable name.
A foreign LLC may apply to the secretary of state under §
48-249-106
, to utilize an indistinguishable name.
(c)
Assumed name.
A foreign LLC may elect to adopt an assumed name under §
48-249-106
, and to renew the assumed name.
(d)
Change or cancellation of assumed name.
A foreign LLC may, pursuant to §
48-249-106
, change or cancel an assumed name.
(e)
Reserved name.
A foreign LLC may, pursuant to §
48-249-107
, reserve a name and transfer or cancel a reserved name.
(f)
Registered name.
A foreign LLC may obtain and retain a registered name by complying with §
48-249-108
.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 47.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-904 - Application for certificate of authority

(a)
Application requirements.
Before transacting business in this state, a foreign LLC shall obtain a certificate of authority. A foreign LLC may obtain a certificate of authority by complying with this section and filing with the secretary of state an application for certificate of authority setting forth the following:
(1)
The name of the foreign LLC;
(2)
The name of the jurisdiction under the laws of which it is formed and the date of its formation;
(3)
The street address, including the zip code, of its registered office in this state, and the name of its registered agent at that office;
(4)
The street address, including the zip code, of the principal executive office of the foreign LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office);
(5)
If §
48-249-309(i)
is applicable to the foreign LLC, the information required under §
48-249-309(i)
;
(6)
If the foreign LLC has more than six (6) members at the date of the filing of the application for the certificate of authority, the number of members of the LLC at the date of filing the application for the certificate of authority; and
(7)
Any additional information as required by the secretary of state.
(b)
Submission of application.
The foreign LLC shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of limited liability company records in the jurisdiction of its formation. The certificate shall not bear a date of more than two (2) months prior to the date the application for the certificate of authority is filed in this state.
Amended by 2020 Tenn. Acts, ch. 719, s 19, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 15, eff. 7/1/2014.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 48.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-905 - Certificate of authority

(a)
Filing of application.
If a document filed with the secretary of state conforms to the requirements of §
48-249-904(a)
, the secretary of state shall:
(1)
Endorse on the application the word "Filed" and the date and time of the filing of it;
(2)
File the original of the application; and
(3)
Return the original of the application, together with the filing fee receipt, to the person who filed it, and such document shall constitute a certificate of authority issued by the secretary of state.
(b)
Effectiveness of application.
The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document.
(c)
If the secretary of state determines upon application that a foreign LLC has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing relative to such foreign LLC.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 43.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-906 - Amendments to the certificate of authority

If any statement in the application for a certificate of authority by a foreign LLC was false when made, or if any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file an application for amendment to the certificate of authority with the secretary of state, correcting the statement; provided, that changes in the registered office or registered agent shall be made in accordance with §
48-249-110
. The application for amendment to the certificate of authority shall be processed in the same manner as provided in §
48-249-905
for a certificate of authority.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-907 - Cancellation of certificate of authority

(a)
Certificate of cancellation.
A foreign LLC may cancel its certificate of authority by filing a certificate of cancellation of certificate of authority with the secretary of state accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth:
(1)
The current name of the foreign LLC, and, if different, the name under which it transacts business in this state;
(2)
The name of the jurisdiction under the laws of which it is formed;
(3)
That it is not transacting business in this state, and that it surrenders its authority to transact business in this state;
(4)
That it either continues its registered agent in this state, or revokes the authority of the registered agent to accept service on its behalf, and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(5)
A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(4); and
(6)
A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).
(b)
Service After Cancellation.
After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state, or the continued registered agent under this section, is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with §
48-249-113
; provided, however, that the mailing address set forth under subdivision (a)(5), as it may be changed under subdivision (a)(6), shall be deemed to be the principal executive office of the foreign LLC for purposes of the compliance with §
48-249-113
by the secretary of state.
Acts 2005, ch. 286, § 1; 2009, ch. 349, § 7; 2010, ch. 741, § 44; 2011, ch. 99, § 17.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-908 - Revocation of certificate of authority

The secretary of state may commence a proceeding under §
48-249-909
, to administratively revoke the certificate of authority of a foreign LLC authorized to transact business in this state, if:
(1)
The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due;
(2)
The foreign LLC is without a registered agent or registered office in this state for two (2) months or more;
(3)
The foreign LLC does not inform the secretary of state, under §§
48-249-110
or
48-249-111
, that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within two (2) months of the change, resignation or discontinuance;
(4)
The name of the foreign LLC contained in a document filed pursuant to this chapter fails to comply with §
48-249-903
;
(5)
A member or representative of the foreign 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;
(6)
The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign LLC's records in the jurisdiction under the laws of which the foreign LLC is formed, stating that it has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger;
(7)
The foreign LLC is exceeding the authority conferred upon it by this part; or
(8)
The foreign LLC submits to the secretary of state a check, bank draft, money order or other such instrument for payment of any fee, and it is dishonored upon presentation for payment.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-909 - Procedure for and effect of administrative revocation

(a)
Notice of revocation.
If the secretary of state determines that one (1) or more grounds exist under §
48-249-908
for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to §
48-249-908(6)
, notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).
(b)
Certificate of revocation.
If the foreign LLC does not correct each ground for administrative revocation, 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 of the determination, the secretary of state may revoke the foreign LLC's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and shall serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail.
(c)
Effective date of administrative revocation.
The authority of a foreign LLC to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d)
Service of process on secretary of state.
The secretary of state's revocation of a foreign LLC's certificate of authority appoints the secretary of state as the foreign LLC's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign LLC was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with §
48-249-113
.
(e)
Effect on registered agent and registered office.
The administrative revocation of a foreign LLC's certificate of authority does not terminate the designation or authority of the registered agent or registered office of the LLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 49.