2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1101 - Definitions

As used in this part:
(1)
"Articles of conversion" means articles under §
61-3-1114
;
(2)
"Articles of merger" means articles under §
61-3-1108
;
(3)
"Conversion" means a transaction authorized by §§
61-3-1110
- 61-3-1115;
(4)
"Converted entity" means the converting entity as the converting entity continues in existence after a conversion;
(5)
"Converting entity" means the domestic entity that approves a plan of conversion pursuant to §
61-3-1112
or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation;
(6)
"Distributional interest" means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity;
(7)
"Domestic", with respect to an entity, means governed as to the entity's internal affairs by the law of this state;
(8)
"Entity":
(A)
Means:
(i)
A business corporation;
(ii)
A nonprofit corporation;
(iii)
A general partnership, including a limited liability partnership;
(iv)
A limited partnership, including a limited liability limited partnership;
(v)
A limited liability company;
(vi)
A general cooperative association;
(vii)
A limited cooperative association;
(viii)
An unincorporated nonprofit association;
(ix)
A statutory trust, business trust, or common-law business trust; or
(x)
Any other person that has:
(a)
A legal existence separate from any interest holder of that person; or
(b)
The power to acquire an interest in real property in its own name; and
(B)
Does not include:
(i)
An individual;
(ii)
A trust with a predominantly donative purpose or a charitable trust;
(iii)
An association or relationship that is not an entity listed in subdivision (6)(A) and is not a partnership under §
61-1-202
or a similar provision of the governing jurisdiction;
(iv)
A decedent's estate; or
(v)
A government or a governmental subdivision, agency, or instrumentality;
(9)
"Filing entity":
(A)
Means an entity whose formation requires the filing of a public organic record; and
(B)
Does not include a limited liability partnership;
(10)
"Foreign," with respect to an entity, means an entity governed as to the entity's internal affairs by the law of a jurisdiction other than this state;
(11)
"Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
(A)
Receive or demand access to information concerning, or the books and records of, the entity;
(B)
Vote for or consent to the election of the governors of the entity; or
(C)
Receive notice of or vote on or consent to an issue involving the internal affairs of the entity;
(12)
"Governor" means:
(A)
A director of a business corporation;
(B)
A director or trustee of a nonprofit corporation;
(C)
A general partner of a general partnership;
(D)
A general partner of a limited partnership;
(E)
A manager of a manager-managed limited liability company;
(F)
A member of a member-managed limited liability company;
(G)
A director of a general cooperative association;
(H)
A director of a limited cooperative association;
(I)
A manager of an unincorporated nonprofit association;
(J)
A trustee of a statutory trust, business trust, or common-law business trust; or
(K)
Any other person under whose authority the powers of an entity are exercised and under whose direction the entity's activities and affairs are managed pursuant to the organic law and organic rules of the entity;
(13)
"Interest" means:
(A)
A share in a business corporation;
(B)
A membership in a nonprofit corporation;
(C)
A partnership interest in a general partnership;
(D)
A partnership interest in a limited partnership;
(E)
A membership interest in a limited liability company;
(F)
A share in a general cooperative association;
(G)
A member's interest in a limited cooperative association;
(H)
A membership in an unincorporated nonprofit association;
(I)
A beneficial interest in a statutory trust, business trust, or common-law business trust; or
(J)
A governance interest or distributional interest in any other type of unincorporated entity;
(14)
"Interest holder" means:
(A)
A shareholder of a business corporation;
(B)
A member of a nonprofit corporation;
(C)
A general partner of a general partnership;
(D)
A general partner of a limited partnership;
(E)
A limited partner of a limited partnership;
(F)
A member of a limited liability company;
(G)
A shareholder of a general cooperative association;
(H)
A member of a limited cooperative association;
(I)
A member of an unincorporated nonprofit association;
(J)
A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or
(K)
Any other direct holder of an interest;
(15)
"Interest holder liability" means:
(A)
Personal liability for a liability of an entity that is imposed on a person:
(i)
Solely by reason of the status of the person as an interest holder; or
(ii)
By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(B)
An obligation of an interest holder under the organic rules of an entity to contribute to the entity;
(16)
"Merger" means a transaction authorized by §§
61-3-1104
- 61-3-1109;
(17)
"Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective;
(18)
"Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity;
(19)
"Organic rules" means the public organic record and private organic rules of an entity;
(20)
"Plan" means a plan of merger, plan of conversion, or plan of domestication;
(21)
"Plan of conversion" means a plan under §
61-3-1111
;
(22)
"Plan of merger" means a plan under §
61-3-1105
;
(23)
"Private organic rules":
(A)
Means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any; and
(B)
Includes:
(i)
The bylaws of a business corporation;
(ii)
The bylaws of a nonprofit corporation;
(iii)
The partnership agreement of a general partnership;
(iv)
The partnership agreement of a limited partnership;
(v)
The operating agreement of a limited liability company;
(vi)
The bylaws of a general cooperative association;
(vii)
The bylaws of a limited cooperative association;
(viii)
The governing principles of an unincorporated nonprofit association; and
(ix)
The trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust;
(24)
"Protected agreement" means:
(A)
A record evidencing indebtedness and any related agreement in effect on the date the entity becomes subject to this chapter pursuant to §
61-3-1207
;
(B)
An agreement that is binding on an entity on the date the entity becomes subject to this chapter pursuant to §
61-3-1207
;
(C)
The organic rules of an entity in effect on the date the entity becomes subject to this chapter pursuant to §
61-3-1207
; or
(D)
An agreement that is binding on any of the governors or interest holders of an entity on the date the entity becomes subject to this chapter pursuant to §
61-3-1207
;
(25)
"Public organic record":
(A)
Means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record; and
(B)
Includes:
(i)
The articles of incorporation of a business corporation;
(ii)
The articles of incorporation of a nonprofit corporation;
(iii)
The certificate of limited partnership of a limited partnership;
(iv)
The articles of organization of a limited liability company;
(v)
The articles of incorporation of a general cooperative association;
(vi)
The articles of organization of a limited cooperative association; and
(vii)
The certificate of trust of a statutory trust or similar record of a business trust;
(26)
"Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state;
(27)
"Surviving entity" means the entity that continues in existence after or is created by a merger; and
(28)
"Type of entity" means a generic form of entity:
(A)
Recognized at common law; or
(B)
Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 23, s 24 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.