2021 Tennessee Code
Title 48 - Securities, Corporations and Associations

Chapter 1 - Securities

Part 1 - Tennessee Securities Act of 1980

§ 48-1-101. Short Title - This part shall be known as the “Tennessee Securities Act...

§ 48-1-102. Part Definitions - As used in this part, unless the context otherwise requires:...

§ 48-1-103. Exemptions - Any transaction in the outstanding securities of an issuer by...

§ 48-1-107. Provisions Applicable to Registration Generally - provided, that any such order be clearly shown to be...

§ 48-1-112. Denial, Revocation, Suspension, Cancellation, or Withdrawal of Registration - Denying or revoking any registration as a broker-dealer, agent, investment...

§ 48-1-113. Filing of Sales and Advertising Literature - The commissioner may by rule require the filing of any...

§ 48-1-120. Judicial Review - Any person aggrieved by a final order of the commissioner...

§ 48-1-122. Civil Liabilities - shall be liable to the person purchasing the security from...

§ 48-1-126. Exemptions From Notice Filing and Fee Requirements - Notwithstanding § 48-1-125(a)(1)(A)(i) and (ii), the following covered securities are...

Part 2 - Miscellaneous Provisions

§ 48-1-201. Participation Certificates in Bonds or Notes Secured by Mortgages on Realty - Persons issuing and selling participation certificates in bonds or notes...

Chapter 11 - General Provisions

Part 1 - Short Title and Reservation of Power

§ 48-11-101. Short Title - Chapters 11 27 of this title shall be known and...

§ 48-11-102. Reservation of Power to Amend or Repeal - The general assembly has the power to amend or repeal...

§ 48-11-103. Eminent Domain - Chapters 11 27 of this title do not repeal or...

§ 48-11-104. Applicability - Chapters 11 27 of this title shall apply to every...

Part 2 - Definitions and Notice

§ 48-11-201. Definitions for Chapters 1 1 Through 27 - As used in Chapters 11 27 of this title, unless...

Part 3 - Filing Documents

§ 48-11-303. Filing, Service, and Copying Fees - Document Fee

§ 48-11-308. Evidentiary Effect of Copy of Filed Document - A certificate attached or certification affixed to a copy of...

§ 48-11-310. Penalty for Signing False Document - A person who signs a document, knowing it to be...

Part 4 - Secretary of State

§ 48-11-401. Powers - The secretary of state has the power reasonably necessary to...

§ 48-11-402. Deputies of Secretary of State - An act of a duly authorized deputy of the secretary...

Chapter 12 - Incorporation

§ 48-12-101. Incorporators - One (1) or more persons may act as the incorporator...

§ 48-12-104. Liability for Preincorporation Transactions - All persons purporting to act as or on behalf of...

Chapter 13 - Purposes and Powers

§ 48-13-102. General Powers - Unless its charter provides otherwise, every corporation has perpetual duration...

Chapter 14 - Name -

Chapter 15 - Office and Agent -

Chapter 16 - Shares and Distributions

Part 1 - Shares -

Part 2 - Issuance of Shares

§ 48-16-209. Expense of Issue - A corporation may pay the expenses of selling or underwriting...

Part 3 - Subsequent Acquisition of Shares by Shareholders and Corporation -

Part 4 - Distributions -

Chapter 17 - Shareholders

Part 1 - Meetings

§ 48-17-108. Waiver or Approval by Fiduciaries - Each fiduciary, including such acting as executor, administrator, guardian, committee,...

§ 48-17-109. Shareholder Meetings Through Special Communication - Unless the charter or bylaws provide otherwise, the corporation may...

Part 2 - Voting

§ 48-17-210. Shareholders Presumed Sui Juris - A corporation may treat any of its shareholders as sui...

Part 3 - Voting Trusts and Shareholders' Agreements -

Part 4 - Derivative Proceedings -

Chapter 18 - Directors and Officers

Part 1 - Board of Directors

§ 48-18-102. Qualifications of Directors - The charter or bylaws may prescribe qualifications for directors. A...

§ 48-18-104. Election of Directors by Certain Classes of Shareholders - If the charter authorizes dividing the shares into classes or...

§ 48-18-106. Staggered Terms for Directors - The charter may provide for staggering the terms of directors...

§ 48-18-111. Compensation of Directors - Unless the charter or bylaws provide otherwise, the board of...

Part 2 - Meetings and Action of the Board -

Part 3 - Standards of Conduct -

Part 4 - Officers

§ 48-18-402. Duties of Officers - Each officer has the authority and shall perform the duties...

§ 48-18-406. Release or Assignment of Life Insurance on Officers - When a corporation, organized under the laws of this state,...

Part 5 - Indemnification

§ 48-18-501. Part Definitions - In this part:

§ 48-18-503. Mandatory Indemnification - Unless limited by its charter, a corporation shall indemnify a...

§ 48-18-505. Court Ordered Indemnification - Unless a corporation's charter provides otherwise, a director of the...

§ 48-18-507. Indemnification of Officers, Employees, and Agents - Unless a corporation's charter provides otherwise:

§ 48-18-508. Insurance - A corporation may purchase and maintain insurance on behalf of...

Part 6 - Limitation of Actions

§ 48-18-601. Limitation of Actions for Breach of Fiduciary Duty - Any action alleging breach of fiduciary duties by directors or...

Part 7 - Conflicting Interest Transactions

§ 48-18-701. Part Definitions - In this part:

Chapter 20 - Amendment of Charter and Bylaws

Part 1 - Amendment of Charter

§ 48-20-102. Amendment by Board of Directors - Unless the charter provides otherwise, a corporation's board of directors...

§ 48-20-105. Amendment Before Issuance of Shares - If a corporation has not yet issued shares, its board...

§ 48-20-106. Articles of Amendment - A corporation amending its charter shall deliver to the secretary...

§ 48-20-109. Effect of Amendment - An amendment to the charter does not affect a cause...

Part 2 - Amendment of Bylaws -

Chapter 21 - Merger, Share Exchange and Conversion

§ 48-21-101. Chapter Definitions - As used in this chapter, unless the context otherwise requires:

§ 48-21-104. Action on Plan of Merger or Share Exchange - In the case of a domestic corporation that is a...

§ 48-21-111. Action on a Plan of Entity Conversion - In the case of an entity conversion of a domestic...

§ 48-21-117. Action on a Plan of Nonprofit Conversion - In the case of a conversion of a domestic business...

Chapter 22 - Sale of Assets -

Chapter 23 - Dissenters' Rights

Part 1 - Right to Dissent and Obtain Payment for Shares

§ 48-23-101. Chapter Definitions - As used in this chapter, unless the context otherwise requires:

Part 2 - Procedure for Exercise of Dissenters' Rights -

Part 3 - Judicial Appraisal of Shares -

Chapter 24 - Dissolution

Part 1 - Voluntary Dissolution -

Part 2 - Administrative Dissolution

§ 48-24-201. Grounds for Administrative Dissolution - The secretary of state may commence a proceeding under §...

§ 48-24-206. Reinstatement Within Certain Amount of Time — Amendment of Charter — Application for Reinstatement - A corporation that has been administratively dissolved by the expiration...

Part 3 - Judicial Dissolution

§ 48-24-301. Grounds for Judicial Dissolution - Any court of record with proper venue in accordance with...

Chapter 25 - Foreign Corporations

Part 1 - Certificate of Authority

§ 48-25-107. Registered Office and Registered Agent of Foreign Corporation - Each foreign corporation authorized to transact business in this state...

Part 2 - Withdrawal -

Part 3 - Revocation of Certificate of Authority

§ 48-25-301. Grounds for Revocation - The secretary of state may commence a proceeding under §...

Chapter 26 - Records and Reports

Part 1 - Records -

Part 2 - Reports -

Chapter 27 - Transition Provisions

§ 48-27-102. Application to Qualified Foreign Corporations - A foreign corporation authorized to transact business in this state...

Chapter 28 - For-Profit Benefit Corporation Act

§ 48-28-101. Short Title - This chapter shall be known and may be cited as...

§ 48-28-102. Applicability — Governing Law - This chapter applies to all for-profit benefit corporations. If a...

§ 48-28-103. Chapter Definitions - As used in this chapter:

§ 48-28-108. Standing to Maintain Derivative Suit - Shareholders of a for-profit benefit corporation owning individually or collectively,...

§ 48-28-109. Applicability of Chapter as to Business Corporations That Are Not For-Profit Benefit Corporations - This chapter shall not affect a statute or other rule...

Chapter 51 - General Provisions

Part 1 - Short Title and Reservation of Power

§ 48-51-101. Short Title - Chapters 51 68 of this title shall be known and...

§ 48-51-102. Reservation of Power to Amend or Repeal - The general assembly has the power to amend or repeal...

§ 48-51-103. Eminent Domain - Chapters 51 68 of this title do not repeal or...

§ 48-51-104. Applicability - Chapters 51 68 of this title shall apply to every...

Part 2 - Definitions

§ 48-51-201. Definitions for Chapters 5 1 Through 68 - As used in Chapters 51 68 of this title, unless...

Part 3 - Filing Documents

§ 48-51-303. Filing, Service, and Copying Fees - Document Fee

§ 48-51-308. Evidentiary Effect of Copy of Filed Document - A certificate attached, or certification affixed, to a copy of...

§ 48-51-310. Penalty for Signing False Document - A person who signs a document, knowing it to be...

Part 4 - Secretary of State

§ 48-51-401. Powers - The secretary of state has the power reasonably necessary to...

§ 48-51-402. Deputies of Secretary of State - An act of a duly authorized deputy of the secretary...

Part 5 - Private Foundations -

Part 6 - Judicial Relief -

Part 7 - Attorney General and Reporter -

Chapter 52 - Incorporation

§ 48-52-101. Incorporators - One (1) or more persons may act as the incorporator...

§ 48-52-104. Liability for Preincorporation Transactions - All persons purporting to act as or on behalf of...

Chapter 53 - Purposes and Powers

Part 1 - Purposes and Powers of Nonprofit Corporations -

Part 2 - Nonprofit Fair Asset Protection Act

§ 48-53-201. Short Title - This part shall be known and may be cited as...

§ 48-53-202. Nonprofit Fair Asset Protection - Notwithstanding any provision of law to the contrary, it is...

§ 48-53-203. “Good Cause” Defined - For the purpose of this part, “good cause” means to...

Chapter 54 - Name -

Chapter 55 - Office and Agent -

Chapter 56 - Members and Memberships

Part 1 - Admission of Members

§ 48-56-102. Consideration - Except as provided in its charter or bylaws, a corporation...

§ 48-56-103. No Members Required - A corporation is not required to have members.

Part 2 - Types of Memberships — Members' Rights and Obligations

§ 48-56-201. Differences in Rights and Obligations of Members - All members have the same rights and obligations with respect...

§ 48-56-203. Member's Liability to Third Parties - A member of a corporation is not, as such, personally...

Part 3 - Resignation and Termination -

Part 4 - Derivative Suits -

Part 5 - Delegates -

Chapter 57 - Meetings and Voting

Part 1 - Meetings and Action Without Meetings -

Part 2 - Voting

§ 48-57-204. Voting Requirements - If a quorum exists, action on a matter by a...

§ 48-57-207. Other Methods of Electing Directors - A corporation may provide in its charter or bylaws for...

Part 3 - Voting Agreements -

Chapter 58 - Directors and Officers

Part 1 - Board of Directors

§ 48-58-102. Qualifications of Directors - All directors must be natural persons. The charter or bylaws...

§ 48-58-106. Staggered Terms for Directors - The charter or bylaws may provide for dividing the total...

§ 48-58-112. Compensation of Directors - Unless the charter or bylaws provide otherwise, the board of...

Part 2 - Meetings and Action of Board -

Part 3 - Standards of Conduct -

Part 4 - Officers

§ 48-58-402. Duties of Officers - Each officer has the authority and shall perform the duties...

§ 48-58-406. Release or Assignment of Life Insurance on Officers - When a corporation, organized under the laws of this state,...

Part 5 - Indemnification

§ 48-58-501. Part Definitions - In this part:

§ 48-58-503. Mandatory Indemnification - Unless limited by its charter, a corporation shall indemnify a...

§ 48-58-505. Court-Ordered Indemnification - Unless a corporation's charter provides otherwise, a director of the...

§ 48-58-507. Indemnification of Officers, Employees, and Agents - Unless a corporation's charter provides otherwise:

§ 48-58-508. Insurance - A corporation may purchase and maintain insurance on behalf of...

Part 6 - Limitation of Actions and Immunity -

Part 7 - Director's or Officer's Conflicting Interest Transactions

§ 48-58-701. Part Definitions - As used in this part:

Chapter 60 - Amendment of Charter and Bylaws

Part 1 - Amendment of Charter

§ 48-60-105. Articles of Amendment - A corporation amending its charter shall deliver to the secretary...

Part 2 - Amendment of Bylaws

§ 48-60-201. Amendment of Bylaws by Board of Directors - If a corporation has no members, its incorporators, until directors...

Part 3 - Charter and Bylaws

§ 48-60-301. Approval by Third Persons - The charter may require an amendment to the charter or...

Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions

§ 48-61-101. Chapter Definitions - As used in this chapter, unless the context otherwise requires:

§ 48-61-104. Approval and Adoption of Plan of Merger or Membership Exchange - In the case of a domestic nonprofit corporation that is...

§ 48-61-111. Approval of Entity Conversion of a Domestic Nonprofit Corporation to a Domestic or Foreign Unincorporated Entity - In the case of an entity conversion of a domestic...

§ 48-61-117. Approval of Conversion of a Domestic Nonprofit Corporation to a Domestic or Foreign For-Profit Corporation - In the case of a conversion of a domestic nonprofit...

§ 48-61-124. Bequests, Devises and Gifts - Any bequest, devise, gift, grant, or promise contained in a...

Chapter 62 - Sale of Assets -

Chapter 63 - Distributions

§ 48-63-101. Prohibited Distributions - Except as authorized by § 48-63-102, a corporation shall not...

Chapter 64 - Dissolution

Part 1 - Voluntary Dissolution -

Part 2 - Administrative Dissolution

§ 48-64-201. Grounds for Administrative Dissolution - The secretary of state may commence a proceeding under §...

§ 48-64-206. Reinstatement Within Certain Amount of Time — Amendment of Charter — Application for Reinstatement - A nonprofit corporation that has been administratively dissolved by the...

Part 3 - Judicial Dissolution

§ 48-64-301. Grounds for Judicial Dissolution - provided, that the enumeration of these grounds for dissolution shall...

Chapter 65 - Foreign Corporations

Part 1 - Certificate of Authority

§ 48-65-107. Registered Office and Registered Agent of Foreign Corporation - Each foreign corporation authorized to transact business in this state...

Part 2 - Withdrawal -

Part 3 - Revocation of Certificate of Authority

§ 48-65-301. Grounds for Revocation - The secretary of state may commence a proceeding under §...

Chapter 66 - Records and Reports

Part 1 - Records

§ 48-66-105. Limitations on Use of Membership List - Without the consent of the board, a membership list or...

Part 2 - Reports

§ 48-66-202. Report of Indemnification to Members - If a corporation indemnifies or advances expenses to a director...

Chapter 67 - Religious Corporations

§ 48-67-101. Chapters 51 68 Applicable to Religious Corporations - Except as provided in § 48-67-102, Chapters 51 68 of...

Chapter 68 - Transition Provisions

Part 1 - General Provisions

§ 48-68-102. Application to Qualified Foreign Corporations - A foreign corporation authorized to transact business in this state...

§ 48-68-104. Public Benefit and Mutual Benefit Corporations - On January 1, 1988, each domestic corporation existing on January...

§ 48-68-105. Administrative Procedures - The secretary of state is authorized to prescribe forms and...

Part 2 - Public Benefit Hospital Sales and Conveyance Act of 2006

§ 48-68-201. Short Title - This part shall be known and may be cited as...

§ 48-68-202. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-68-204. Notification by Attorney General and Reporter of Action - Within forty-five (45) days of receipt of a complete written...

§ 48-68-206. Considerations in Making Decision Regarding Proposed Transaction - In making a decision whether to object to a proposed...

§ 48-68-207. Determination of Whether the Transaction Will Have Effect on Availability or Accessibility to Health Care Services - In making a decision whether to object to a public...

§ 48-68-208. Providing Sufficient Information to Complete Review of the Transaction - The attorney general and reporter may demand that the public...

§ 48-68-210. Public Records - Unless subject to title 8, chapter 6, part 4, all...

Chapter 69 - Electric G&t Cooperative Act

§ 48-69-101. Short Title - This chapter shall be known and may be cited as...

§ 48-69-103. Chapter Definitions - As used in this chapter:

§ 48-69-104. Operation as a Nonprofit Membership Cooperative Corporation - Any corporation hereafter created, organized and operated pursuant to this...

§ 48-69-105. Existing Cooperatives - Any existing G&T cooperative shall be deemed to have been...

§ 48-69-110. Principal Officers - The principal officers of the G&T cooperative shall be a...

§ 48-69-111. Chief Executive Officer - The board of directors of the G&T cooperative may, but...

§ 48-69-117. No Exemption From Ad Valorem Property Taxes - Nothing in this chapter shall be construed to exempt cooperatives...

§ 48-69-119. Exemption From Control of the Tennessee Public Utility Commission - G&T cooperatives and foreign corporations transacting business in this state...

§ 48-69-120. Chapter 16 of This Title Not Applicable to Any Note, Bond or Evidence of Indebtedness - Chapter 16 of this title shall not apply to any...

§ 48-69-121. Utility Districts Created Under Title 7, Chapter 82 Exempt From Chapter - Notwithstanding any provision of this chapter to the contrary, it...

Chapter 101 - Special Purpose Corporations and Associations

Part 1 - Development Credit Corporation Act

§ 48-101-101. Short Title - This part shall be known as the “Development Credit Corporation...

§ 48-101-102. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-101-103. Persons Entitled to Incorporate — Certificate of Incorporation - Twenty-five (25) or more persons, a majority of whom shall...

§ 48-101-104. Completion of Corporate Entity - The forms and procedure for completing the corporate entity shall...

§ 48-101-105. Powers - Subject to the limitations of this part and the certificate...

§ 48-101-109. No Preemptive Rights Respecting Unissued Stock - No stockholder shall be entitled as of right to purchase...

§ 48-101-110. Membership of Financial Institutions - Any financial institution may request membership in the corporation by...

§ 48-101-111. Duration of Membership — Withdrawal - Membership in the corporation shall be for the duration of...

§ 48-101-113. Loans to the Corporation - Each member of the corporation shall make loans to the...

§ 48-101-114. Obligations of Corporation Are Legal Investments for Members - Notwithstanding any other law, general or special, the notes or...

§ 48-101-115. Limit on Total Obligations - At no time shall the total obligations of such corporation...

§ 48-101-116. Earned Surplus - The corporation shall set apart as an earned surplus all...

§ 48-101-118. Supervision Over Corporation — Reports - The corporation shall be subject to the supervision of and...

§ 48-101-119. Amendment of Charter - The charter may be amended by the votes of the...

§ 48-101-120. State Credit Not Pledged - Under no circumstances is the credit of the state pledged...

Part 2 - Massachusetts Trust Act of 1961

§ 48-101-201. Short Title - This part may be known and cited as the “Massachusetts...

§ 48-101-203. Recognized Form of Association - A Massachusetts trust is permitted as a recognized form of...

§ 48-101-204. Filing of Trust Instrument - Any Massachusetts trust desiring to do business in this state...

§ 48-101-205. Binding Effect of Trust Instrument - Any person dealing with such Massachusetts trust shall be bound...

§ 48-101-206. Taxation and Fees - Any Massachusetts trust created under this part or entering this...

§ 48-101-207. Corporation Laws Applicable - Any Massachusetts trust shall be subject to such applicable provisions...

Part 3 - Health, Educational and Housing Facility Corporations

§ 48-101-301. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-101-305. Filing of Certificate of Incorporation - When executed and acknowledged in conformity with § 48-101-304, the...

§ 48-101-309. Terms of Contracts - Any lease, sale contract or loan agreement with respect to...

§ 48-101-313. Nonliability of Municipality - The municipality shall not in any event be liable for...

§ 48-101-314. Disposition of Earnings - The corporation shall be a nonprofit corporation and no part...

§ 48-101-316. Joint Operation - The authorities and powers herein conferred upon corporations created under...

§ 48-101-317. Transfer of Project Sites - Any municipality may acquire a project site by gift, purchase...

Part 5 - Solicitation of Charitable Funds

§ 48-101-501. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-101-506. Issuance of Registration — Renewal — Withdrawal of Registration - Organization's Gross Revenue Annual Filing Fee $0--$50,000.00 $ 80.00 $50,000.01--$99,999.99...

§ 48-101-511. Documents and Records as Public Records — Inspection - Registration statements and applications, reports, and all other documents and...

§ 48-101-512. Identification of Solicitor - It is the duty of every charitable organization to furnish...

§ 48-101-513. Violations — Required Notices, Disclosures, Records - THIS IS NOT A CHARITY. DONATIONS MADE HERE WILL BE...

§ 48-101-515. Penalties - Any person who willfully and knowingly violates any provisions of...

§ 48-101-517. Use of Funds - Funds collected under this part shall be used by the...

Part 6 - Tennessee Professional Corporation Act

§ 48-101-601. Short Title - This part shall be known and may be cited as...

§ 48-101-602. Applicability of Tennessee Business Corporation Act - The Tennessee Business Corporation Act, compiled in Chapters 11 27...

§ 48-101-603. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-101-611. Required Statement to Appear on Each Share Certificate - The transfer of shares of a professional corporation is restricted...

§ 48-101-617. Shares of a Disqualified Person - If the shares of a disqualified person are not acquired...

§ 48-101-618. Officers and Directors - If persons other than qualified persons are permitted by the...

§ 48-101-620. Privileged Communications - A privilege applicable to communications between an individual rendering professional...

§ 48-101-623. Where Professional Corporation Ceases to Render Professional Services - If a professional corporation ceases to render professional services, it...

§ 48-101-624. Dissolution of Professional Corporations - The attorney general and reporter may commence a proceeding under...

§ 48-101-626. Foreign Professional Corporation — Application for Certificate of Authority - The application of a foreign professional corporation for a certificate...

§ 48-101-627. Foreign Professional Corporation — Revocation of Certificate of Authority - The secretary of state may administratively revoke under chapter 25,...

§ 48-101-628. Filing of Charter With Licensing Authorities Required - A domestic or foreign professional corporation authorized to transact business...

§ 48-101-630. Power of Licensing Authority to Promulgate Rules - Each licensing authority is empowered to promulgate rules expressly authorized...

§ 48-101-631. Jurisdiction of Licensing Authority and Laws Pertaining to Standards of Professional Conduct Not Restricted - This part does not restrict the jurisdiction of a licensing...

§ 48-101-634. Reservation of Power to Amend or Repeal - The general assembly has the power to amend or repeal...

Part 7 - Nonprofit Limited Liability Company Act of 2001

§ 48-101-701. Short Title - This part shall be known and may be cited as...

§ 48-101-702. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-101-703. Application - The Tennessee Limited Liability Company Act, compiled in Chapters 201...

§ 48-101-704. Organization as a Nonprofit Llc - A nonprofit corporation may organize a nonprofit LLC by filing...

§ 48-101-706. Limitation on Tax Liability — Annual Filings - Consistent with § 67-4-2007(d) for excise tax purposes and §...

Part 8 - Tennessee Revised Nonprofit Limited Liability Company Act

§ 48-101-801. Short Title - This part shall be known and may be cited as...

§ 48-101-802. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-101-803. Application of the Tennessee Revised Limited Liability Company Act - The Tennessee Revised Limited Liability Company Act, compiled in chapter...

§ 48-101-804. Organization as a Nonprofit Llc - A nonprofit corporation may form a domestic nonprofit LLC that...

§ 48-101-805. Requirements of Domestic and Foreign Llcs - A domestic or foreign nonprofit LLC under this part must:

§ 48-101-807. Limitation on Tax Liability — Annual Filings - Consistent with § 67-4-2007(d) for excise tax purposes and §...

Part 9 - Neighborhood Preservation Nonprofit Corporation Act

§ 48-101-901. Short Title - This part shall be known and may be cited as...

§ 48-101-902. Part Definitions - As used in this part:

§ 48-101-904. Required Contents of Bylaws for Designation as Neighborhood Preservation Nonprofit Corporation - In order to qualify for the designation as a neighborhood...

§ 48-101-906. Reports of Suspicious Activity to Law Enforcement in Area Designated in Subject Plat - Notwithstanding any law to the contrary, an individual member of...

§ 48-101-907. Compliance With Federal Law - This part shall be interpreted so as to be fully...

Chapter 102 - Fraternal and Patriotic Organizations

Part 1 - Odd Fellows

§ 48-102-102. Power of Grand Lodge Over Property - The grand lodge is empowered to acquire by purchase, deed,...

§ 48-102-104. Separate Property of Subordinate Lodges - Whenever the grand lodge shall establish or charter a subordinate...

§ 48-102-106. Execution and Record of Evidences of Indebtedness - It shall be sufficient for any mortgages, notes, bonds, debentures,...

§ 48-102-107. Construction and Maintenance of Buildings by Lodges - The grand lodge and each subordinate lodge are empowered to...

§ 48-102-108. Liquidation of Subordinate Lodges - Whenever the authority establishing the subordinate lodge is withdrawn, and...

Part 2 - Freemasons

§ 48-102-201. Privileges and Benefits Generally - The order of freemasons shall be entitled to all the...

§ 48-102-202. Ownership of Real Property - The officers and members of a masonic lodge may purchase...

Part 3 - Knights of Pythias

§ 48-102-301. Ownership of Real Property - The officers and members of a lodge of the order...

Part 4 - Veterans' Organizations

§ 48-102-401. Ownership of Realty - The officers and members of a post of the American...

§ 48-102-404. Sale of Property - All posts of the American Legion, Veterans of Foreign Wars,...

§ 48-102-405. Authority of Commander to Implement Sale - The commander of the post has the full power to...

Chapter 103 - Corporate Takeovers

Part 1 - Tennessee Investor Protection Act

§ 48-103-101. Short Title - This part shall be known and may be cited as...

§ 48-103-102. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-103-106. Fraudulent and Deceptive Practices - It is unlawful for any offeror or offeree company, or...

§ 48-103-110. Injunction - Whenever it appears to the commissioner that any person, including...

Part 2 - Tennessee Business Combination Act

§ 48-103-202. Public Policy - The general assembly hereby finds and declares the following to...

§ 48-103-203. Part Definitions - As used in this part, unless the context otherwise requires:...

§ 48-103-204. Corporation Not Liable for Resisting Merger, Exchange, Etc - No resident domestic corporation which has a class of voting...

§ 48-103-205. Business Combination Prohibited for Five-Year Period — Exceptions - Notwithstanding any other applicable provisions which may be contained in...

§ 48-103-206. Requirements for Business Combination - If a business combination is subject to regulation under this...

§ 48-103-207. Exemptions - Business combinations which would otherwise be subject to regulation under...

Part 3 - Tennessee Control Share Acquisition Act

§ 48-103-301. Short Title - This part shall be known and may be cited as...

§ 48-103-302. Part Definitions - As used in this part, unless the context otherwise requires:...

§ 48-103-303. Voting Rights Generally - Control shares of a corporation that are acquired in a...

§ 48-103-304. Control Share Acquisition Statement - Any person who has made a control share acquisition or...

§ 48-103-306. Notice of Meeting - The notice to the corporation's shareholders of any annual or...

§ 48-103-307. Shareholder Approval of Voting Rights - Control shares acquired in a control share acquisition shall have...

§ 48-103-311. Actions for Violations of Part - Actions may be brought in any court of competent jurisdiction...

Part 4 - Tennessee Authorized Corporation Protection Act

§ 48-103-401. Short Title - This part shall be known and may be cited as...

§ 48-103-402. Public Policy - The general assembly hereby finds and declares the following to...

§ 48-103-403. “Authorized Corporation” Defined - Authorized corporation” means a foreign corporation which is required to...

§ 48-103-405. Construction With Laws of Other Jurisdictions - If any jurisdiction under the laws of which an authorized...

§ 48-103-406. Severability - If any provision or clause of this part or application...

Part 5 - Greenmail Act

§ 48-103-502. Part Definitions - As used in this part, unless the context otherwise requires:

Chapter 201 - General Provisions

§ 48-201-101. Short Title - Chapters 201 248 of this title shall be known and...

§ 48-201-102. Reservation of Power to Amend or Repeal - The general assembly has the power to amend or repeal...

§ 48-201-103. Applicability - Chapters 201 248 of this title apply to every LLC...

Chapter 202 - Definitions and Notice

§ 48-202-101. Limited Liability Company Definitions - As used in Chapters 201 248 of this title, unless...

Chapter 203 - Formation -

Chapter 204 - Conversion of Partnership to an Llc

§ 48-204-103. Conversion to a Professional Llc - A partnership which converts into a domestic LLC under this...

Chapter 205 - Articles of Organization

§ 48-205-101. Articles of Organization - The articles must set forth:

Chapter 206 - Operating Agreement -

Chapter 207 - Name -

Chapter 208 - Registered Agent -

Chapter 209 - Amendment of Articles

§ 48-209-102. Amendment by Board of Governors - Unless the articles provide otherwise, the board of governors of...

§ 48-209-104. Articles of Amendment - An LLC amending its articles shall deliver to the secretary...

§ 48-209-107. Effect of Amendment - An amendment to the articles does not affect a cause...

Chapter 211 - Classification for Tax Purposes

§ 48-211-101. Llc Classification - For purposes of all state and local Tennessee taxes, a...

Chapter 212 - General Powers of Llc

§ 48-212-101. General Powers - The LLC has the same powers as an individual to...

Chapter 213 - Ultra Vires Actions -

Chapter 214 - Transaction of Business Outside Tennessee -

Chapter 215 - Members and Membership Interests -

Chapter 216 - Termination of Membership Interest -

Chapter 217 - Absence of Personal Liability -

Chapter 218 - Assignment

§ 48-218-103. Consensual Restrictions on Assignment of Governance Rights - In addition to restrictions set forth in this chapter, restrictions...

§ 48-218-104. Effective Date of Assignments - Any permissible assignment of financial rights under § 48-218-101 and...

§ 48-218-105. Rights of Judgment Creditor - On application to a court of competent jurisdiction by any...

Chapter 219 - Powers of Estate of Deceased or Incompetent Member -

Chapter 220 - Sharing of Profits and Losses

§ 48-220-101. Sharing of Profits and Losses - Unless otherwise provided in the articles or operating agreement, the...

Chapter 221 - Preemptive Rights -

Chapter 222 - Membership Meetings

§ 48-222-103. Electronic Communications - Unless otherwise provided in the articles or operating agreement, a...

Chapter 223 - Member Actions Without a Meeting -

Chapter 224 - Voting

§ 48-224-101. Members Vote - Unless otherwise provided in the articles or operating agreement, each...

§ 48-224-102. Quorum - Except as otherwise provided in Chapters 201 248 of this...

Chapter 225 - Proxies

§ 48-225-101. Proxies - The articles or operating agreement may provide for proxies with...

Chapter 226 - Member Voting Agreements -

Chapter 228 - Records and Reports

Part 1 - Required Records and Information -

Part 2 - Reports

§ 48-228-202. Financial Statements for Member-Managed Llcs - A member or holder of financial rights of a member-managed...

Chapter 230 - Derivative Actions and Equitable Remedies

§ 48-230-102. Complaint - A complaint in a proceeding brought in the right of...

§ 48-230-103. Discontinuance - A proceeding commenced under this section may not be discontinued...

§ 48-230-105. Equitable Remedies - If an LLC or a manager or governor of the...

Chapter 231 - Dissenters' Rights

Part 1 - Definitions

§ 48-231-101. Chapter Definitions - As used in this chapter:

Part 2 - Right to Dissent

§ 48-231-207. Failure to Take Action - If the LLC does not effectuate the proposed action that...

Part 3 - Court Action -

Part 4 - Procedures as to Assignees of Financial Rights

§ 48-231-401. Procedures as to Assignees of Financial Rights - When an assignment of some or all of the financial...

Chapter 232 - Contributions and Admission of Members -

Chapter 233 - Contribution Agreements -

Chapter 234 - Contribution Allowance Agreements -

Chapter 235 - Financial Provisions -

Chapter 236 - Distributions

§ 48-236-101. Sharing of Distributions - Unless otherwise provided in or through the articles or operating...

§ 48-236-102. Interim Distributions - Except as provided in or through the articles or operating...

§ 48-236-103. Distribution in Kind - Except as provided in the articles or an operating agreement,...

§ 48-236-104. Status as a Creditor - At the time a member becomes entitled to receive a...

Chapter 237 - Liability Upon Wrongful Distribution -

Chapter 238 - Governance -

Chapter 239 - Governor Management

§ 48-239-104. Acts Not Void or Voidable - The expiration of a governor's term with or without the...

§ 48-239-105. Compensation - Subject to any limitations in the articles or operating agreement,...

§ 48-239-106. Classification of Governors - Governors may be divided into classes as provided in the...

§ 48-239-108. Resignation - A governor may resign at any time by giving a...

Chapter 240 - Member Management

§ 48-240-101. Member-Managed - If the LLC has elected to be member-managed, any actions...

Chapter 241 - Managers

§ 48-241-101. Managers Required - An LLC must have individuals exercising the functions of the...

§ 48-241-102. Duties of Required Managers - the chief manager and secretary have the duties specified in...

§ 48-241-104. Qualifications of Managers - Managers need not be residents of this state or members...

§ 48-241-105. Multiple Managerial Positions - Any number of managerial positions or functions of those positions...

§ 48-241-106. Managers Considered Elected - If the LLC is board-managed, in the absence of an...

§ 48-241-110. Delegation - Unless prohibited by the articles, the operating agreement, or by...

Chapter 242 - Loans and Obligations

§ 48-242-102. Advances - Unless otherwise provided in the articles or the operating agreement,...

Chapter 243 - Indemnification -

Chapter 244 - Merger and Transfer of Assets

Part 1 - Merger

§ 48-244-103. Certificate of Merger - If a domestic LLC is merging under this section, the...

Part 2 - Transfer of Assets and When Permitted -

Chapter 245 - Dissolution Generally

Part 1 - Dissolution -

Part 2 - Nonjudicial Dissolution -

Part 3 - Administrative Dissolution

§ 48-245-301. Grounds for Administrative Dissolution - The secretary of state may commence a proceeding under §...

§ 48-245-306. Reinstatement Within Certain Amount of Time — Amendment of Articles of Organization— Application for Reinstatement - A LLC that has been administratively dissolved by the expiration...

Part 4 - Notice of Dissolution -

Part 5 - Procedure in Winding Up -

Part 6 - Revocation of Dissolution -

Part 7 - Effective Date of Termination and Certificate

§ 48-245-701. Effective Date of Articles of Termination - When the articles of termination have been filed with the...

Part 8 - Supervised Winding Up and Termination

§ 48-245-801. Supervised Winding Up and Termination Following a Nonjudicial Dissolution - After an event of dissolution has occurred and before a...

Part 9 - Judicial Intervention

§ 48-245-901. Judicial Intervention and Dissolution - A court may grant any equitable relief it considers just...

Part 11 - Disposition Upon Liquidation

§ 48-245-1102. Omitted Assets - Title to assets remaining after payment of all debts, obligations,...

Part 12 - Right to Sue

§ 48-245-1201. Right to Sue or Defend After Termination - After an LLC has been terminated, any of its former...

Chapter 246 - Foreign Limited Liability Companies

Part 1 - General

§ 48-246-101. Governing Law - Subject to the Constitution of Tennessee:

Part 2 - Name -

Part 3 - Certificate of Authority

§ 48-246-303. Amendments to the Certificate of Authority - If any statement in the application for a certificate of...

Part 4 - Cancellation of Certificate of Authority -

Part 5 - Revocation of Certificate of Authority

§ 48-246-501. Revocation of Certificate of Authority - The secretary of state may commence a proceeding under §...

Part 6 - Consequences of Transacting Business Without Certificate of Authority

§ 48-246-602. Enjoined From Doing Business - The attorney general and reporter shall, upon the attorney general...

Chapter 247 - Filing Documents and Secretary of State

Part 1 - Filing Documents

§ 48-247-103. Filing, Service and Copying Fees - Document Fee

§ 48-247-107. Evidentiary Effect of Copy of Filed Document - A certificate attached or certification affixed to a copy of...

§ 48-247-110. Penalty for Transacting Business in Tennessee in Violation of Articles - In the event that the LLC is prohibited from transacting...

Part 2 - Secretary of State

§ 48-247-201. Powers - The secretary of state has the power reasonably necessary to...

§ 48-247-202. Deputies of Secretary of State - An act of a duly authorized deputy of the secretary...

Chapter 248 - Professional Limited Liability Companies

Part 1 - General

§ 48-248-101. Applicability - Chapters 201 248 of this title apply to professional limited...

§ 48-248-102. Chapter Definitions - As used in this chapter, unless the context otherwise requires:

Part 2 - Powers -

Part 3 - Name -

Part 4 - Eligible Members, Transfers, Etc

§ 48-248-403. Disqualification of Members - If any member of a PLLC becomes disqualified to render...

§ 48-248-404. Managers - If persons other than qualified persons are permitted by the...

§ 48-248-405. Privilege - A privilege applicable to communications between an individual rendering professional...

§ 48-248-408. Cessation of Professional Services - If a PLLC ceases to render professional services, it must...

§ 48-248-409. Dissolution - The attorney general and reporter may commence a proceeding under...

Part 5 - Foreign Professional Limited Liability Companies

§ 48-248-502. Application for a Certificate of Authority - The application of a foreign PLLC for a certificate of...

«
1
2
»