reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-104 - Voting on amendments by voting groups

(a)
The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by chapters 11-27 of this title) on a proposed amendment if the amendment would:
(1)
Increase or decrease the aggregate number of authorized shares of the class;
(2)
Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3)
Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4)
Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5)
Change the shares of all or part of the class into a different number of shares of the same class;
(6)
Create a new class or change a class with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class, or increase the rights, preferences or number of authorized shares of any class having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(7)
Limit or deny an existing preemptive right of all or part of the shares of the class;
(8)
Authorize the issuance as a share dividend of shares of such class in respect of shares of another class; or
(9)
Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b)
If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c)
If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d)
A class or series of shares is entitled to the voting rights granted by this section although the charter provides that the shares are nonvoting shares.
Acts 1986, ch. 887, § 10.04; 1989, ch. 451, § 14.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-105 - Amendment before issuance of shares

If a corporation has not yet issued shares, its board of directors or its incorporators, in the event that there is no board of directors, may adopt one (1) or more amendments to the corporation's charter.
Acts 1986, ch. 887, § 10.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-106 - Articles of amendment

A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth:
(1)
The name of the corporation;
(2)
The text of each amendment adopted;
(3)
If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing such amendment if not contained in the amendment itself;
(4)
The date of each amendment's adoption;
(5)
If an amendment was duly adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
(6)
If an amendment was duly adopted by the shareholders, a statement to that effect.
Acts 1986, ch. 887, § 10.06; 1989, ch. 451, § 15; 1991, ch. 188, § 8.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-107 - Restated charter

(a)
A corporation's board of directors may restate its charter at any time with or without shareholder action.
(b)
The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in §
48-20-103
.
(c)
If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
48-17-105
. 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 charter.
(d)
A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth:
(1)
Whether the restatement contains an amendment to the charter requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2)
If the restatement contains an amendment to the charter requiring shareholder approval, the information required by §
48-20-106
.
(e)
If the restatement contains an amendment to the charter, it shall be designated in the heading as an "Amended and Restated Charter."
(f)
The restated charter must contain all the requirements of a charter as set out in §
48-12-102(a)
unless the corporation is exempt from any of those requirements pursuant to §
48-27-101(b)
.
(g)
A duly adopted restated charter supersedes the original charter and all prior amendments thereto.
(h)
The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (d).
Acts 1986, ch. 887, § 10.07; 1989, ch. 451, § 16; 1991, ch. 188, § 6.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-108 - Amendment of charter pursuant to reorganization

(a)
A corporation's charter may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the charter after amendment contains only provisions required or permitted by §
48-12-102
.
(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 corporation;
(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)
Shareholders of a corporation 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 1986, ch. 887, § 10.08.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-109 - Effect of amendment

An amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Acts 1986, ch. 887, § 10.09.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-20-201 — 48-20-203) › Section 48-20-201 - Amendment of bylaws by board of directors or shareholders

(a)
A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(1)
The charter or chapters 11-27 of this title reserve this power exclusively to the shareholders in whole or in part; or
(2)
The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b)
A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
Acts 1986, ch. 887, § 10.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-20-201 — 48-20-203) › Section 48-20-202 - Bylaw increasing quorum or voting requirement for shareholders

(a)
If expressly authorized by the charter, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by chapters 11-27 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b)
A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
Acts 1986, ch. 887, § 10.21.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-20-201 — 48-20-203) › Section 48-20-203 - Bylaw increasing quorum or voting requirement for directors

(a)
A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1)
If originally adopted by the shareholders, only by the shareholders;
(2)
If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b)
A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c)
Action by the board of directors under subdivision (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Acts 1986, ch. 887, § 10.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-101 - Chapter definitions

As used in this chapter, unless the context otherwise requires:
(1)
"Converted entity" means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation;
(2)
"Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;
(3)
"Eligible interests" means interests or memberships;
(4)
"Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document;
(5)
"Interest holder" means a person who holds of record an interest;
(6)
"Membership" means the rights of a member in a domestic or foreign nonprofit corporation;
(7)
"Participating shares" means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid;
(8)
"Party to a merger or share exchange" means any domestic or foreign corporation, or eligible entity that will:
(A)
Merge in a plan of merger;
(B)
Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or
(C)
Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange;
(9)
"Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and
(10)
"Voting shares" means shares that entitle their holders to vote unconditionally in the election of directors.
Acts 1994, ch. 776, § 35; 2006, ch. 620, § 58; 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-105 - Merger of parent and subsidiary

(a)
A domestic parent corporation owning at least ninety percent (90%) of the outstanding voting shares of each class and series of a domestic or foreign subsidiary corporation or eligible interests of an other entity may either:
(1)
Merge the subsidiary corporation or other entity into the parent corporation;
(2)
Merge the parent corporation into the subsidiary corporation or other entity; or
(3)
Merge two (2) or more such subsidiary corporations or subsidiary other entities with and into each other.
(b)
The board of directors of the parent corporation shall adopt a plan of merger that sets forth:
(1)
The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting shares of the subsidiary corporation or eligible interests of the other entity and the name of the subsidiary corporation(s) or other entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger;
(2)
The terms and conditions of the merger;
(3)
The manner and basis of converting the shares of each corporation or eligible interests of the subsidiary or other entity into shares, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and
(4)
Such other provisions with respect to the proposed merger as the board considers necessary or desirable.
(c)
No vote of the shareholders of a subsidiary corporation or approval of interest holders of a subsidiary other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its shareholders shall be required. If the subsidiary corporation or other entity will be the survivor, the approval of the shareholders of the parent corporation shall be obtained in the manner provided in §
48-21-104
.
(d)
If under subsection (c) approval of a merger by the subsidiary's shareholders or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders or interest holders that the merger has become effective.
(e)
Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally.
Acts 1986, ch. 887, § 11.04; 1989, ch. 451, § 34; 1994, ch. 776, § 39; T.C.A., §
48-21-104
; Acts 1996, ch. 618, § 3; 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-106 - Abandonment of merger

(a)
After a plan of merger or share exchange has been adopted and approved as required by chapters 11-27 of this title, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or share exchange, without action by the shareholders or interest holders of such party, in accordance with the procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity.
(b)
If the merger or share exchange is abandoned after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement, executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative, stating that the merger or share exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or share exchange.
(c)
The secretary of state shall, when all fees have been paid as required by law:
(1)
Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof;
(2)
File the original in the office of the secretary of state; and
(3)
Issue a certificate of abandonment to each party to the merger or share exchange.
(d)
Upon the filing of such statement by the secretary of state, the merger or share exchange shall be deemed abandoned and shall not become effective.
Acts 1994, ch. 776, § 40; 1999, ch. 361, §§ 1, 2; 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-107 - Articles of merger or share exchange

(a)
After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative and shall set forth:
(1)
The names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective;
(2)
If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation;
(3)
If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors;
(4)
If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of:
(A)
The votes entitled to be cast if there is no voting by voting groups; or
(B)
The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding shares otherwise entitled to vote on the plan; and
(5)
As to each foreign corporation and each other entity that was a party to the merger or share exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.
(b)
The original of the articles of merger or share exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
Acts 1986, ch. 887, § 11.05; 1994, ch. 776, § 44; T.C.A., §
48-21-105
; Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-109 - Entity conversion

(a)
A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.
(b)
A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.
(c)
A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and dissenters' rights exercised, in accordance with the procedures in this chapter and chapter 23 of this title. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and §
48-21-111(7)
. For purposes of applying this chapter and chapter 23 of this title:
(1)
The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic business corporation, shareholders, shares, and charters, respectively, and vice versa, as the context may require; and
(2)
If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(d)
A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction.
(e)
If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
Acts 1986, ch. 887, § 11.07; 1994, ch. 776, §§ 42, 43; T.C.A., §
48-21-107
; Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-110 - Plan of entity conversion

(a)
A plan of entity conversion must include:
(1)
A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2)
The terms and conditions of the conversion;
(3)
The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(4)
The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.
(b)
The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders, the plan may not be amended to change:
(1)
The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash or other property to be received under the plan by the shareholders;
(2)
The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to §
48-20-102
; or
(3)
Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
(c)
Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §
48-11-301
.
Acts 1994, ch. 868, § 7; 2006, ch. 620, § 59; 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-111 - Action on a plan of entity conversion

In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:
(1)
The plan of entity conversion must be adopted by the board of directors;
(2)
After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;
(3)
The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis;
(4)
If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion;
(5)
Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;
(6)
If any provision of the charter, bylaws or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2013, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended; and
(7)
If as a result of the conversion one (1) or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability.
Acts 2000, ch. 623, § 1; 2006, ch. 620, §§ 60 - 62; 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-113 - Surrender of charter upon conversion

(a)
Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1)
The name of the corporation;
(2)
A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;
(3)
A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the charter;
(4)
The jurisdiction under the laws of which the survivor will be organized; and
(5)
If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.
(b)
The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in §
48-11-304
.
Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-115 - Abandonment of entity conversion

(a)
Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by §
48-21-111
, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b)
If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.
Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-116 - Nonprofit conversion

(a)
A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion.
(b)
A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this section.
(c)
The plan of nonprofit conversion must include:
(1)
The terms and conditions of the conversion;
(2)
The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property, or any combination of the foregoing;
(3)
Any desired amendments to the charter of the corporation following its conversion; and
(4)
If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
(d)
The plan of nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change:
(1)
The amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, cash, or other property to be received by the shareholders under the plan;
(2)
The charter as it will be in effect immediately following the conversion, except for changes permitted by §
48-20-102
; or
(3)
Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
(e)
Terms of a plan of nonprofit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §
48-11-301
.
(f)
If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, contains a provision applying to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-117 - Action on a plan of nonprofit conversion

In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation:
(1)
The plan of nonprofit conversion must be adopted by the board of directors;
(2)
After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;
(3)
The board of directors may condition its submission of the plan of nonprofit conversion to the shareholders on any basis;
(4)
If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the nonprofit conversion;
(5)
Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; and
(6)
If any provision of the charter, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2013, applies to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-118 - Articles of nonprofit conversion

(a)
After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth:
(1)
The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of §
48-54-101
, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of §
48-54-101
; and
(2)
A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this chapter and the charter.
(b)
The articles of nonprofit conversion shall have attached a charter that satisfies the requirements of §
48-52-102
. Provisions that would not be required to be included in a charter of a domestic nonprofit corporation may be omitted.
(c)
The articles of nonprofit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in §
48-11-304
. The attached charter shall also be delivered to the secretary of state for filing. The fee for filing the charter shall be paid in accordance with §
48-51-303
.
Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-119 - Surrender of a charter upon foreign nonprofit conversion

(a)
Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1)
The name of the corporation;
(2)
A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation;
(3)
A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this section and the charter; and
(4)
The corporation's new jurisdiction of incorporation.
(b)
The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in §
48-11-304
.
Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 21 - MERGER, SHARE EXCHANGE AND CONVERSION (§§ 48-21-101 — 48-21-121) › Section 48-21-121 - Abandonment of a nonprofit conversion

(a)
Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this section, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b)
If a nonprofit conversion is abandoned under subsection (a) after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state, together with the required filing fee, for filing prior to the effective date of the nonprofit conversion. The statement shall take effect upon filing, and the nonprofit conversion shall be deemed abandoned and shall not become effective.
Acts 2012, ch. 1051, § 39.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 22 - SALE OF ASSETS (§§ 48-22-101 — 48-22-102) › Section 48-22-101 - Sale of assets in regular course of business and mortgage of assets

(a)
A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(1)
Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(2)
Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(3)
Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the shares or interests of which are owned by the corporation.
(b)
Unless the charter requires it, approval by the shareholders of a transaction described in subsection (a) is not required.
Acts 1986, ch. 887, § 12.01; 2012, ch. 1051, § 40.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 22 - SALE OF ASSETS (§§ 48-22-101 — 48-22-102) › Section 48-22-102 - Sale of assets other than in regular course of business

(a)
A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without the good will) of one (1) or more subsidiaries of a corporation in which such corporation owns shares possessing at least eighty percent (80%) of the total combined voting power of all classes of stock of the subsidiary then entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of such corporation.
(b)
For a transaction to be authorized:
(1)
The board of directors must recommend the proposed transaction to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and
(2)
The shareholders entitled to vote must approve the transaction.
(c)
The board of directors may condition its submission of the proposed transaction on any basis.
(d)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
48-17-105
. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.
(e)
Unless the charter or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.
(f)
After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.
(g)
A transaction that constitutes a distribution is governed by §
48-16-401
and not by this section.
Acts 1986, ch. 887, § 12.02; 1989, ch. 451, § 17.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 1 - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 48-23-101 — 48-23-103) › Section 48-23-101 - Chapter definitions

As used in this chapter, unless the context otherwise requires:
(1)
"Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder;
(2)
"Corporation" means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §§
48-23-203
- 48-23-302, includes the survivor of a merger or conversion or the acquiring entity in a share exchange of that issuer;
(3)
"Dissenter" means a shareholder who is entitled to dissent from corporate action under §
48-23-102
and who exercises that right when and in the manner required by part 2 of this chapter;
(4)
"Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action;
(5)
"Interest" means interest from the effective date of the corporate action that gave rise to the shareholder's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date;
(6)
"Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation; and
(7)
"Shareholder" means the record shareholder or the beneficial shareholder.
Acts 1986, ch. 887, § 13.01; 2012, ch. 1051, § 41.