As used in this chapter, unless the context otherwise requires:
For purposes of the proviso in subdivision (10)(B)(i)(d ), a spouse, or former spouse, shall be treated as being of the same generation as the individual to whom such spouse is, or was, married;
For purposes of this subdivision (10), the word “fiduciary,” as used in § 267(b) of the Code, shall be treated as a trust and an entity;
“Financial rights” means a member's or holder's rights to:
Share in profits and losses, as provided in § 48-249-304;
Share in and receive distributions, as provided in § 48-249-305;
Receive liquidation distributions, as provided in § 48-249-620; and
Transfer the financial rights described in subdivisions (11)(A)-(C), as provided in § 48-249-507;
“Foreign LLC,” or an LLC that is designated as “foreign,” means a limited liability company that is formed under the laws of a jurisdiction other than this state;
“Governance rights” means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13);
“Holder of financial rights” or “holder” means a person, other than a member, owning any financial rights in an LLC. A holder of financial rights may acquire its financial rights, either by transfer of ownership from a member or other holder, or directly from the LLC;
“LLC,” sometimes referred to as a “domestic LLC” or an LLC that is designated as “domestic,” means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in Chapters 201 248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act;
“LLC documents” means either, or both:
An LLC's articles; and
If the LLC has an operating agreement, whether written or oral, its operating agreement;
“Majority vote” means, with respect to a vote of the members, managers, or directors, as applicable:
If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter; or
If voting is determined otherwise under the LLC documents, a majority in voting interest of the members, managers or directors, as applicable, entitled to vote on a specific matter, as determined under the LLC documents;
“Manager” means a person who is vested with authority as a manager under § 48-249-401(b);
“Manager-managed LLC” means an LLC that is so designated in its articles;
“Member” means a person that has been admitted to an LLC as a member, as provided in § 48-249-501. With respect to a foreign LLC, “member” means a person recognized as a member of the foreign LLC, under the laws of the jurisdiction of formation of the foreign LLC;
“Member-managed LLC” means an LLC that is so designated in its articles;
“Membership interest” means a member's interest in an LLC, which shall consist of the member's financial rights and governance rights;
“Officer” means an individual, who is vested with authority as an officer under § 48-249-401(e);
“Operating agreement” means an agreement described in § 48-249-203(a);
“Person” means an individual or an entity;
“Personal representative” means, as to an individual, the executor, administrator, guardian, conservator, trustee or other legal representative of the individual, and, as to an entity, the legal representative or successor of the entity;
“Principal executive office” means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter;
“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal;
“Professional limited liability company,” “professional LLC” or “PLLC” has the meaning set forth in § 48-249-1102;
“Record” means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form;
“Registered agent” means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter;
“Registered office” means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter;
“Representative” means, as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC;
“Secretary of state” means the individual who holds the office of secretary of state of this state;
“State,” when referring to a part of the United States other than this state, means a state, a commonwealth, the District of Columbia and a territory and insular possession of the United States, and their respective agencies and governmental subdivisions;
“Tax clearance for termination or withdrawal” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties, and taxes as required by the revenue laws of this state; and
“Transfer” means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.