reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 48-103-308 - Redemption of control shares

(a)
Notwithstanding §§
48-16-101
and
48-16-102
, but subject to §§
48-16-302
and
48-16-401
, charter or bylaw provisions effective prior to the occurrence of a control share acquisition may authorize the redemption, at the option of the corporation, of all but not less than all control shares acquired in a control share acquisition, at any time during the period ending sixty (60) days after the last acquisition of control shares by an acquiring person, from the acquiring person for the fair value of such shares if:
(1)
No control acquisition statement has been filed; or
(2)
A control acquisition statement has been filed and the shares are not accorded voting rights by the shareholders pursuant to §
48-103-307
.
(b)
For purposes of this section, fair value shall be determined as of the effective date of the vote of the shareholders denying voting rights to the acquiring person if a control acquisition statement is filed or, if no control acquisition statement is filed, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition. Such value shall be determined without regard to the effect of the denial of voting rights hereunder.
Acts 1988, ch. 500, § 15; T.C.A., § 48-35-308.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 48-103-310 - Applicability

(a)
This part shall be applicable to any corporation as defined in §
48-103-302
whose charter or bylaws contain an express declaration that control share acquisitions respecting the shares of the corporation are governed by and subject to this part.
(b)
Sections
48-103-308
and
48-103-309
, or either of them, shall apply to such corporation only if the charter or bylaw declaration under subsection (a) explicitly so provides.
Acts 1988, ch. 500, § 18; T.C.A., § 48-35-310.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 48-103-311 - Actions for violations of part

Actions may be brought in any court of competent jurisdiction for violations of this part, in the same manner as any other civil action, by the corporation, the interested shareholder, by the other shareholders of issued and outstanding voting stock of the corporation, or by the attorney general and reporter.
Acts 1988, ch. 500, § 19; T.C.A., § 48-35-311.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 48-103-312 - Severability - Construction with other laws

(a)
If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part, or the application thereof to any person or circumstances, shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved.
(b)
If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision, and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict.
Acts 1988, ch. 500, § 20; T.C.A., § 48-35-312.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 4 - TENNESSEE AUTHORIZED CORPORATION PROTECTION ACT (§§ 48-103-401 — 48-103-406) › Section 48-103-401 - Short title

This part shall be known and may be cited as the "Tennessee Authorized Corporation Protection Act."
Acts 1988, ch. 500, § 21; T.C.A., § 48-35-401.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 4 - TENNESSEE AUTHORIZED CORPORATION PROTECTION ACT (§§ 48-103-401 — 48-103-406) › Section 48-103-402 - Public policy

The general assembly hereby finds and declares the following to be the public policy of this state:
(1)
"Authorized corporations," as defined in §
48-103-403
, have a substantial presence in Tennessee and, through their ongoing business operations in Tennessee, represent and affect a variety of constituencies, including shareholders, employees, customers, suppliers and local communities and their economies, whose welfare is vital to this state's interest;
(2)
Takeovers of such authorized corporations can harm the economy of this state by weakening corporate performance and causing unemployment, plant closings, reduced charitable donations, declining population base, reduced income to fee-supported local government services, reduced tax base and reduced income to other businesses;
(3)
The state has a substantial and legitimate interest in providing to these authorized corporations the benefits of the Tennessee Business Combination Act, compiled in part 2 of this chapter, and the Tennessee Control Share Acquisition Act, compiled in part 3 of this chapter, which promote and encourage long-term growth and stability of such authorized corporations.
Acts 1988, ch. 500, § 22; T.C.A., § 48-35-402.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 4 - TENNESSEE AUTHORIZED CORPORATION PROTECTION ACT (§§ 48-103-401 — 48-103-406) › Section 48-103-403 - "Authorized corporation" defined

"Authorized corporation" means a foreign corporation which is required to obtain a certificate of authority from the Tennessee secretary of state and which meets two (2) or more of the following tests:
(1)
The corporation has its principal place of business located in this state;
(2)
The corporation has the principal office or offices or place or places of business of significant subsidiaries, representing in the aggregate not less than twenty (20%) of such corporation's consolidated net sales, located in this state;
(3)
A majority of such corporation's fixed assets, including those of any subsidiary, located in the United States, as valued by reference to the balance sheet at the end of its most recent fiscal year, are located in this state;
(4)
More than ten percent (10%) of the beneficial owners of the voting stock or more than ten percent (10%) of such corporation's shares of voting stock are beneficially owned by residents of this state;
(5)
The corporation, including any significant subsidiary, employs more than two hundred fifty (250) individuals in this state or has a combined annual payroll paid to residents of this state which is in excess of five million dollars ($5,000,000);
(6)
The corporation, including any significant subsidiary, produces goods and/or services in this state which result in annual gross receipts in excess of ten million dollars ($10,000,000);
(7)
The corporation, including any significant subsidiary, has physical assets and/or deposits, including those of any subsidiary, located within this state which exceed ten million dollars ($10,000,000) in value.
Acts 1988, ch. 500, § 23; T.C.A., § 48-35-403.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 4 - TENNESSEE AUTHORIZED CORPORATION PROTECTION ACT (§§ 48-103-401 — 48-103-406) › Section 48-103-404 - Applicability of certain provisions concerning business combinations and control share acquisitions

(a)
Sections
48-103-203
- 48-103-209 shall apply to an authorized corporation to the same extent as such provisions apply to a "resident domestic corporation," as defined therein; provided, that the board of directors or shareholders of such foreign corporation have adopted a bylaw or charter provision specifying that the authorized corporation shall be subject to this subsection (a).
(b)
Sections
48-103-304
and
48-103-311
shall apply to an authorized corporation to the same extent as such provisions apply to a "corporation," as defined therein; provided, that the board of directors or shareholders of such authorized corporation have adopted a bylaw or charter provision specifying that such authorized corporation shall be subject to this subsection (b).
Acts 1988, ch. 500, § 24; T.C.A., § 48-35-404.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 4 - TENNESSEE AUTHORIZED CORPORATION PROTECTION ACT (§§ 48-103-401 — 48-103-406) › Section 48-103-405 - Construction with laws of other jurisdictions

If any jurisdiction under the laws of which an authorized corporation is organized adopts any laws containing provisions that are expressly inconsistent with this part as applicable to such authorized corporation, this part shall be inapplicable to such authorized corporation to the extent necessary to resolve such inconsistency.
Acts 1988, ch. 500, § 25; T.C.A., § 48-35-405.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 4 - TENNESSEE AUTHORIZED CORPORATION PROTECTION ACT (§§ 48-103-401 — 48-103-406) › Section 48-103-406 - Severability

If any provision or clause of this part or application thereof to any corporation, person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this part which can be given effect without the invalid provision or application, and to this end this part is declared to be severable.
Acts 1988, ch. 500, § 26; T.C.A., § 48-35-406.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 5 - GREENMAIL ACT (§§ 48-103-501 — 48-103-505) › Section 48-103-501 - Short title - Applicability

(a)
This part shall be known and may be cited as the "Tennessee Greenmail Act."
(b)
The requirements of this part shall be applicable to any corporation chartered under the laws of Tennessee which has a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Securities Exchange Act of 1934 (
15 U.S.C. § 781
l
(g)),as amended.
Acts 1988, ch. 500, § 27; T.C.A., § 48-35-501.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 5 - GREENMAIL ACT (§§ 48-103-501 — 48-103-505) › Section 48-103-502 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Associate," when used to indicate a relationship with any person, means:
(A)
A person that, directly or indirectly, controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person;
(B)
Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person;
(C)
Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and
(D)
Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person;
(2)
"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise;
(3)
"Person" means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity; and
(4)
"Subsidiary" means any corporation in which a majority of the shares entitled to vote are owned or controlled, directly or indirectly, by a corporation subject to this part.
Acts 1988, ch. 500, § 30; T.C.A., § 48-35-502.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 5 - GREENMAIL ACT (§§ 48-103-501 — 48-103-505) › Section 48-103-503 - Corporation's purchase of own shares at price above market value

(a)
It is unlawful for any corporation subject to this part, including any subsidiary of such corporation, to purchase, directly or indirectly, any of its shares at a price above the market value of such shares from any person who holds more than three percent (3%) of the class of the securities to be purchased if such person has held such shares for less than two (2) years, unless such purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by such corporation or the corporation makes an offer, of at least equal value per share, to all holders of shares of such class.
(b)
For the purposes of this section, the market value of such shares shall be the average of the highest and lowest closing market price for such shares during the thirty (30) trading days preceding the purchase and sale of the shares subject to this section; provided, that if the seller of such shares has commenced a tender offer or has announced an intention to seek control of the corporation, such market price shall be based upon the average of the highest and lowest closing price for such shares during the thirty (30) trading days preceding the commencement of such tender offer or the making of such announcement.
Acts 1988, ch. 500, § 28; T.C.A., § 48-35-503.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 5 - GREENMAIL ACT (§§ 48-103-501 — 48-103-505) › Section 48-103-504 - Action against seller - Attorney's fees

(a)
Any person who sells securities to a corporation or any subsidiary of such corporation in violation of this part shall be liable to the corporation for damages equal to two (2) times the amount by which the aggregate sum paid for the purchase of such shares exceeds the maximum amount otherwise permitted to be paid for such shares under this part; provided, that a civil action is instituted for the recovery thereof in a court of competent jurisdiction within two (2) years of such sale.
(b)
Reasonable attorneys' fees may be granted, at the discretion of the court, to the prevailing party in any civil action instituted under this section if the court finds that the action was either instituted without good faith or that the sale of securities was undertaken with intentional or reckless indifference to the requirements of this part.
Acts 1988, ch. 500, § 29; T.C.A., § 48-35-504.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 5 - GREENMAIL ACT (§§ 48-103-501 — 48-103-505) › Section 48-103-505 - Severability - Construction with other laws

(a)
If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or parts 2-4 of this chapter or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved.
(b)
If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict.
Acts 1988, ch. 500, § 31; T.C.A., § 48-35-505.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 201 - GENERAL PROVISIONS (§§ 48-201-101 — 48-201-103) › Section 48-201-101 - Short title

Chapters 201-248 of this title shall be known and may be cited as the "Tennessee Limited Liability Company Act."
Acts 1994, ch. 868, § 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 201 - GENERAL PROVISIONS (§§ 48-201-101 — 48-201-103) › Section 48-201-102 - Reservation of power to amend or repeal

The general assembly has the power to amend or repeal all or part of chapters 201-248 of this title at any time and all domestic and foreign LLCs subject to chapters 201-248 of this title shall be governed by the amendment or repeal.
Acts 1994, ch. 868, § 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 201 - GENERAL PROVISIONS (§§ 48-201-101 — 48-201-103) › Section 48-201-103 - Applicability

Chapters 201-248 of this title apply to every LLC for profit now existing or hereafter formed, and to the outstanding and future interests in such LLCs; provided, that if there are other specific statutory provisions which govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on, or fix special procedures or methods for, special categories of LLCs, then to the extent such provisions are inconsistent with or different from chapters 201-248 of this title, such provisions shall prevail.
Acts 1994, ch. 868, § 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 202 - DEFINITIONS AND NOTICE (§§ 48-202-101 — 48-202-102) › Section 48-202-102 - Notice

(a)
General.
Notice under chapters 201-248 of this title shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the articles or operating agreement.
(b)
Methods of Notice.
Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
(c)
Effectiveness of Notice to Members by Mail.
Written notice by a domestic LLC to its members, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the member's address shown in the LLC's current record of members.
(d)
Notice to LLC.
Written notice to a domestic or foreign LLC (authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the LLC or its secretary at its principal office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the principal office) shown in its most recent annual report or, in the case of a foreign LLC that has not yet delivered an annual report, in its application for a certificate of authority.
(e)
General Effectiveness of Notice.
Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following:
(1)
When received;
(2)
Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
(3)
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(4)
Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(f)
Oral notice is effective when communicated if communicated in a comprehensible manner.
(g)
If chapters 201-248 of this title prescribe notice requirements for particular circumstances, those requirements govern. If the articles or operating agreement prescribe notice requirements, not inconsistent with this section or other provisions of chapters 201-248 of this title, those requirements govern.
Amended by 2014 Tenn. Acts, ch. 783,s 9, eff. 7/1/2014.
Acts 1994, ch. 868, § 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 203 - FORMATION (§§ 48-203-101 — 48-203-102) › Section 48-203-101 - Purposes

(a)
Any Lawful Purpose.
Every LLC organized under chapters 201-248 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles.
(b)
Regulation by Another Statute.
An LLC engaging in a business that is subject to regulation under another statute of this state may organize under chapters 201-248 of this title only if permitted by, and subject to all limitations of, the other statute.
Acts 1994, ch. 868, § 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 203 - FORMATION (§§ 48-203-101 — 48-203-102) › Section 48-203-102 - Organizers and formation

(a)
One (1) or more individuals may, acting as organizers, form an LLC, by filing with the secretary of state articles for the LLC which contain the information required by §
48-205-101
and admitting the initial members. Unless a delayed effective date is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date is specified in the manner permitted by §
48-205-101(8)
, the LLC is formed and its existence begins at a future specific date or on the occurrence of a future specific event, neither one of which shall be or occur more than ninety (90) days from the initial filing of the articles.
(b)
Immediate Effective Date.
If the date of formation is the date of filing of the articles, the secretary of state's acceptance for filing of the articles is conclusive proof that the organizers satisfied all conditions precedent to formation except in a proceeding by the state to cancel or revoke the formation or existence of the LLC or to dissolve the LLC involuntarily.
(c)
Deferred Effective Date.
If the date of formation of the LLC is later than the date of filing of the initial articles with the secretary of state, the organizers or any member may, within thirty (30) days after the date of actual formation, file a certificate of formation which states that the LLC was formed and the date of formation. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the presumed effective date of the formation shall be on the ninetieth day following the date of filing of the articles. The presumption, however, can be rebutted.
(d)
If the date of formation of the LLC is later than the date of filing of the initial articles with the secretary of state, the secretary of state's acceptance for filing of the certificate of formation is conclusive proof that the organizers satisfied all conditions precedent to formation except in a proceeding by the state to cancel or revoke the formation or existence of the LLC or to dissolve the LLC involuntarily.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 5; 1999, ch. 346, § 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 204 - CONVERSION OF PARTNERSHIP TO AN LLC (§§ 48-204-101 — 48-204-103) › Section 48-204-102 - Effect of conversion

(a)
A general or limited partnership that has been converted pursuant to §
48-204-101
shall be deemed for all purposes the same entity that existed before the conversion.
(b)
When a conversion takes effect:
(1)
All property owned by the converting general or limited partnership remains vested in the converted entity;
(2)
All obligations of the converting general or limited partnership continue as obligations of the converted entity; and
(3)
An action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred.
(c)
The converting general or limited partnership shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such general or limited partnership.
(d)
The partnership interests of the partners in the converting partnership, including interests in capital accounts, profits, losses and distributions, unless otherwise agreed to by the unanimous consent of all partners or such other number or percentage as provided in the partnership agreement, shall become the membership interests of the members in the converted entity, unless the articles of conversion or the operating agreement otherwise provide.
Acts 1994, ch. 868, § 1; 1999, ch. 455, § 5.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 204 - CONVERSION OF PARTNERSHIP TO AN LLC (§§ 48-204-101 — 48-204-103) › Section 48-204-103 - Conversion to a professional LLC

A partnership which converts into a domestic LLC under this chapter may, if the membership and other requirements of chapter 248 of this title are met, be a PLLC.
Acts 1994, ch. 868, § 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 206 - OPERATING AGREEMENT (§§ 48-206-101 — 48-206-102) › Section 48-206-102 - Adoption and amendment of operating agreement

(a)
Adoption of Operating Agreement.
Except as otherwise provided in the articles, an operating agreement must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after an operating agreement has been adopted by the organizers or the members will be deemed to have agreed to the operating agreement.
(b)
Amendment of Operating Agreement.
Unless otherwise provided in the articles or the operating agreement, the amendment of the operating agreement shall require the vote of members necessary to amend the articles.
(c)
Enforcement of Operating Agreement.
(1)
A court of equity may enforce an operating agreement by injunction or by such other equitable relief as the court in its discretion determines to be fair and appropriate in the circumstances.
(2)
As an alternative to injunctive or other equitable relief, when §
48-245-801
is applicable, a court of equity may conduct or continue the dissolution and winding up of the LLC.
(3)
Notwithstanding anything to the contrary, any agreement to give dissolution avoidance consent, whether or not contained in the articles, the operating agreement or other agreement entered into before the event of dissolution, is not specifically enforceable.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 13; 1999, ch. 455, § 7.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 207 - NAME (§§ 48-207-101 — 48-207-103) › Section 48-207-102 - Reserved name

(a)
Reserving a Name.
A person may reserve the exclusive use of an LLC name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the LLC name applied for meets the requirements of §
48-207-101
and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
(b)
Transfer of Reserved Name.
The owner of a reserved LLC name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(c)
Cancellation of Reserved Name.
The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1994, ch. 868, § 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 207 - NAME (§§ 48-207-101 — 48-207-103) › Section 48-207-103 - Registered name

(a)
Registration of Name.
A foreign LLC may register its name, or an assumed name under which it transacts business, or its name with any addition pursuant to §
48-207-101(a)
, if the name is distinguishable upon the records of the secretary of state as required by §
48-207-101(b)
.
(b)
Process for Registration.
A foreign LLC registers its name, or its assumed name, or its name with any addition pursuant to §
48-207-101(a)
, by delivering to the office of the secretary of state for filing an application:
(1)
Setting forth its name, its assumed name, or its name with any addition pursuant to §
48-207-101(a)
, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and
(2)
Accompanied by a certificate copy of existence (or a document of similar import) from the state or country of organization, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state.
(c)
Effective Date of Registration.
The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs.
(d)
Renewal of Registered Name.
A foreign LLC whose registration is effective may renew it for successive years by delivering to the office of the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(e)
Use of Registered Name.
A foreign LLC whose registration is effective may thereafter qualify as a foreign LLC under that name or consent in writing to the use of that name by an LLC thereafter organized under this title or by another foreign LLC thereafter authorized to transact business in this state. The registration terminates when the domestic LLC is organized or the foreign LLC qualifies or consents to the qualification of another foreign LLC under the registered name.
Acts 1994, ch. 868, § 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 208 - REGISTERED AGENT (§§ 48-208-101 — 48-208-105) › Section 48-208-101 - Registered office and registered agent

(a)
Registered Office and Agent.
Each foreign and domestic LLC must continuously maintain in this state:
(1)
A registered office that may be the same as any of its places of business; and
(2)
A registered agent who maintains an office at the same street address as the registered office, and who may be:
(A)
An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B)
A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b)
New Registered Agent Required.
If a registered agent resigns or is unable to perform such agent's duties, the foreign or domestic designating LLC shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 5, eff. 7/1/2023.
Acts 1994, ch. 868, § 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 208 - REGISTERED AGENT (§§ 48-208-101 — 48-208-105) › Section 48-208-102 - Change of registered office or registered agent

(a)
Change in Registered Office and/or Agent by LLC.
A foreign or domestic LLC may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1)
The name of the LLC;
(2)
If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located;
(3)
If its current registered agent is to be changed, the name of its new registered agent; and
(4)
That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b)
Change in Registered Office by Registered Agent.
If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any LLC for which such registered agent is the registered agent by notifying the LLC in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the LLC has been notified of the change.
Acts 1994, ch. 868, § 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 208 - REGISTERED AGENT (§§ 48-208-101 — 48-208-105) › Section 48-208-103 - Resignation of registered agent

(a)
Resignation of Registered Agent.
A registered agent of a foreign or domestic LLC may resign such agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the LLC by certified mail. The statement may include a statement that the registered office is also discontinued.
(b)
Effective Date of Resignation.
The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1994, ch. 868, § 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 208 - REGISTERED AGENT (§§ 48-208-101 — 48-208-105) › Section 48-208-104 - Service on LLC

(a)
Agent for Service of Process.
A foreign or domestic LLC's registered agent is the LLC's agent for service of process, notice, or demand required or permitted by law to be served on the LLC.
(b)
Secretary of State Is Default Agent.
Whenever a domestic or foreign LLC authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign LLC shall transact business or conduct affairs in this state without first obtaining a certificate of authority from the secretary of state, or whenever the certificate of authority of a foreign LLC shall have been cancelled or revoked, then the secretary of state shall be an agent of such LLC upon whom any such process, notice or demand may be served.
(c)
Special Agent for Workers' Compensation.
Whenever a domestic or foreign LLC authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law and such LLC is, for the purpose of such Workers' Compensation Law, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such LLC shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and such commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding against it may be served as is required of insurance companies by §
56-2-103
.
(d)
Not Exclusive Means of Service.
This section does not prescribe the only means, or necessarily the required means, of service on a domestic or foreign LLC.
Acts 1994, ch. 868, § 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 209 - AMENDMENT OF ARTICLES (§§ 48-209-101 — 48-209-107) › Section 48-209-101 - Authority to amend

(a)
An LLC may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
(b)
A member of an LLC does not have a vested property right resulting from any provision in the articles or operating agreement, including provisions relating to management, control, capital structure, distribution entitlement or purpose or duration of the LLC.
Acts 1994, ch. 868, § 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 209 - AMENDMENT OF ARTICLES (§§ 48-209-101 — 48-209-107) › Section 48-209-102 - Amendment by board of governors

Unless the articles provide otherwise, the board of governors of a board-managed LLC may adopt one (1) or more amendments to the LLC's articles without member action to:
(1)
Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(2)
Designate or change the address of the principal office of the LLC;
(3)
Change the LLC's name by substituting the words "limited liability company" or the abbreviation "LLC," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(4)
Designate the street address and zip code of the LLC's current registered office, the county in which the office is located, and the name of its current registered agent at the office;
(5)
Delete the initial principal office, if an annual report is on file with the secretary of state; or
(6)
Make any other change expressly permitted by chapters 201-248 of this title to be made without member action.
Acts 1994, ch. 868, § 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 209 - AMENDMENT OF ARTICLES (§§ 48-209-101 — 48-209-107) › Section 48-209-103 - Amendment by board of governors and members

(a)
The board of governors of a board-managed LLC may propose one (1) or more amendments to the articles for submission to the members.
(b)
For the amendment to be adopted:
(1)
The board of governors shall recommend the amendment to the members, unless the board of governors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the members with the amendment; and
(2)
The members entitled to vote on the amendment shall approve the amendment as provided in subsection (f).
(c)
The board of governors may condition its submission of the proposed amendment on any basis.
(d)
Notwithstanding the above, unless the articles or operating agreement provide otherwise, any member or group of members of either a board-managed or member- managed LLC entitled to call a meeting may propose an amendment to the articles and call a meeting of the members to consider such amendment.
(e)
The LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with §
48-222-102
. The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(f)
Unless chapters 201-248 of this title, the articles, or the board of governors (acting pursuant to subsection (c)) requires a greater vote, the amendment to be adopted must be approved by a majority vote of the members entitled to vote thereon.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 15.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 209 - AMENDMENT OF ARTICLES (§§ 48-209-101 — 48-209-107) › Section 48-209-104 - Articles of amendment

An LLC amending its articles shall deliver to the secretary of state for filing articles of amendment setting forth:
(1)
The name of the LLC;
(2)
The text of each amendment adopted;
(3)
The date of each amendment's adoption;
(4)
If an amendment was duly adopted by the board of governors without member action, a statement to that effect and that member action was not required; and
(5)
If an amendment was duly adopted by the members, a statement to that effect.
Acts 1994, ch. 868, § 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 209 - AMENDMENT OF ARTICLES (§§ 48-209-101 — 48-209-107) › Section 48-209-105 - Restated articles

(a)
An LLC's board of governors may restate its articles at any time with or without member action.
(b)
The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in §
48-209-103
.
(c)
If the board of governors submits a restatement for member action, the LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with §
48-222-102
. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d)
An LLC restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the LLC and the text of the restated articles, together with a certificate setting forth:
(1)
Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or
(2)
If the restatement contains an amendment to the articles requiring member approval, the information required by §
48-209-104
.
(e)
If the restatement contains an amendment to the articles, it shall be designated in the heading as "Amended and Restated Articles."
(f)
The restated articles must contain all the requirements of articles as set out in §
48-205-101
.
(g)
Duly adopted and restated articles supersede the original articles and all prior amendments thereto.
(h)
The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by subsection (d).
Acts 1994, ch. 868, § 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 209 - AMENDMENT OF ARTICLES (§§ 48-209-101 — 48-209-107) › Section 48-209-106 - Amendment to articles pursuant to reorganization

(a)
An LLC's articles may be amended without action by the board of governors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by §
48-205-101
.
(b)
The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(1)
The name of the LLC;
(2)
The text of each amendment approved by the court;
(3)
The date of the court's order or decree approving the articles of amendment;
(4)
The title of the reorganization proceeding in which the order or decree was entered; and
(5)
A statement that the court had jurisdiction of the proceeding under federal statute.
(c)
Members of an LLC undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(d)
This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Acts 1994, ch. 868, § 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 209 - AMENDMENT OF ARTICLES (§§ 48-209-101 — 48-209-107) › Section 48-209-107 - Effect of amendment

An amendment to the articles does not affect a cause of action existing against or in favor of the LLC, a proceeding to which the LLC is a party or the existing rights of persons other than members of the LLC. An amendment changing an LLC's name does not abate a proceeding brought by or against the LLC in its former name.
Acts 1994, ch. 868, § 1.