Title 48, Securities, Corporations And Associations

(a) Transferability of governance rights. A member may transfer ownership of the member's full membership interest, only by transferring all of the member's governance rights, coupled with a transfer to the same transferee of all of the member's financial rights. A member's gover…

On application to a court of competent jurisdiction by any judgment creditor of a member or holder of financial rights, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment…

(a) Events causing dissolution. An LLC is dissolved upon the first to occur of the following:(1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of an LLC that is administratively dissolved pursuant to…

(a) Articles of termination. An LLC that has not accepted contributions may be dissolved and its existence terminated by the organizers, if a majority of the organizers sign and file articles of termination with the secretary of state containing:(1) The name of the LLC;(2) The da…

(a) Manner of dissolution. An LLC may be dissolved by the members:(1) Upon any event of dissolution set forth in the LLC documents or this chapter requiring member action;(2) By any procedures set forth in the LLC documents; or(3) By the members, when authorized in the manner set…

(1) The secretary of state may commence a proceeding under § 48-249-605, to administratively dissolve the LLC, if:(1) The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;(2) The LLC is without a registered …

(a) Notice of grounds. If the secretary of state determines that one (1) or more grounds exist under § 48-249-604 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination, in accordance with § 48-249-11…

(a) Application for reinstatement. An LLC administratively dissolved under § 48-249-605 may apply to the secretary of state for reinstatement following administrative dissolution. The application shall:(1) Be accompanied by a confirmation of good standing relative to such LLC;(2)…

(a) Notice of denial. If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC, in accordance with § 48-249-113(a) with a written notice that explains the reason or reasons for denial.…

(a) Submission of articles of termination. When an LLC that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering articles of termination to the secretary of state for filing following administrative diss…

(a) Notice of dissolution. If dissolution of the LLC is approved under § 48-249-603, or if it occurs under § 48-249-601(a)(2) or (a)(7), the LLC shall file a notice of dissolution with the secretary of state. The notice shall contain:(1) The name of the LLC; and(2) (A) If the dis…

(a) Winding up by merger. If the business of the LLC is wound up and terminated by the merger of the dissolved LLC into a surviving entity:(1) The procedures stated in § 48-249-702 shall be followed; and(2) Sections 48-249-609, 48-249-611, 48-249-612, 48-249-613 and 48-249-620 do…

(a) Notice to creditors. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is to be wound up and terminated by other than merger of the dissolved LLC into a successor entity under § 48-249-610(a), then the LLC may give notice of …

(a) When filed. Articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC. (b) Contents. Articles of termination shall set forth:(1) The name of the LLC;(2) The date of filing of its articles of organizatio…

(a) When revocation permitted. In the case of dissolution by the members, as provided in § 48-249-601(a)(3), an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d). (b) App…

When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated, except that the termination of the LLC existence shall not take away or impair any remedy of or against the LLC or its members, directors, managers or officers fo…

After an event of dissolution has occurred, and before articles of termination have been filed, the LLC or, for good cause shown, a member or creditor, may apply to a court within the county in which the LLC's principal executive office is or was last located to have the dissolut…

A court may grant any equitable relief it considers just and reasonable under the circumstances, may dissolve an LLC or may direct that the dissolved LLC be merged into another or new LLC or other entity, or otherwise be terminated, on the terms and conditions the court deems equ…

(a) Judicial decree. On application by the attorney general and reporter, or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the LLC documents. (b) Eff…

(a) Venue. Venue for a proceeding by the attorney general and reporter to dissolve, wind up and terminate an LLC lies in Davidson County. Venue for a proceeding brought by any other person lies in the county where the LLC's principal executive office is or was last located. (b) M…

(a) Judicial appointment. A court having equity jurisdiction in a judicial proceeding brought to dissolve, wind up and terminate the existence of an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affair…

(a) Distribution of Assets. (1) Upon the winding up of an LLC, the assets shall be distributed as follows:(A) First, to creditors, including members and holders of financial rights who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the …

Title to assets remaining after payment of all debts, obligations, and liabilities, and after distributions to members and holders of financial rights, may be transferred by a court in this state.

After the existence of an LLC has been terminated, any of its former managers, directors, officers or members may assert or defend, in the name of the LLC, any claim by or against the LLC.

(1) A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:(1) Amending its articles of organization to extend its period of duration or set the period of duration…

(1) As used in this part, unless the context otherwise requires:(1) “Domestic entity” means any entity formed under the laws of this state;(2) “Foreign entity” means any entity formed under the laws of any state of the United States other than this state, the laws of the United S…

(a) General. One (1) or more domestic LLCs may, under an agreement or plan of merger, merge with or into one (1) or more domestic LLCs or other entities by complying with this section. Any constituent party to the merger may be the surviving entity, as the agreement or plan of me…

(a) General. Any other entity may convert to a domestic LLC, by complying with this section and by filing with the secretary of state:(1) A certificate of conversion to a domestic LLC; and(2) Articles of organization that comply with § 48-249-202. (1) A certificate of conversion …

(a) General. Upon compliance with this section, a domestic LLC may convert to another entity, by filing with the secretary of state:(1) A certificate of conversion, pursuant to subsection (f); and(2) If the other entity into which the domestic LLC is to be converted is an entity …

(a) Approval of transfer. The sale, lease, transfer or other disposition by an LLC of all, or substantially all, of its property and assets not in the usual and regular course of business shall be approved by:(1) A majority vote of the managers, if the LLC is a manager-managed LL…

The LLC documents, or an agreement or plan of merger, may provide that contractual appraisal rights, with respect to a membership interest, financial rights or another interest in the LLC, shall be available for any class or group of members or holders of financial rights in the …

(a) Manager-managed or director-managed LLC. A member or holder of financial rights of a director-managed LLC, or of a manager-managed LLC, may bring a proceeding in the right of an LLC to recover a judgment in its favor, if:(1) The member or holder of financial rights, as applic…

A complaint in a proceeding brought in the right of an LLC shall allege with particularity the demand made, if any, to obtain action by the directors, managers, officers, members or other persons with the authority to act, as applicable, and either that the demand was refused or …

A proceeding commenced under this part may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members or holders of financial rights, the…

(a) Defendant's expenses. On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses, including attorneys' fees, incurred in defending the proceeding, if it finds that the proceeding was commenced without reasonable cause. (b)…

If an LLC, or any officer, manager, director or member, as applicable, of the LLC, or other person with the authority to act for the LLC, violates a provision of this chapter, a court in this state may, in a proceeding brought by a member or holder of financial rights of the LLC,…

(1) Subject to the Constitution of Tennessee:(1) The laws of the jurisdiction under which a foreign LLC is formed govern its formation, internal affairs and dissolution, and the liability of its members and representatives, regardless of whether the foreign LLC procured, or shoul…

(a) General. The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this part:(1) Maintaining, defending or settling any proceeding, claim or dispute;(2) Holding meetings of its members or representatives, or carrying…

(a) Foreign LLC name. A foreign LLC's name, to the extent used in this state, shall meet the requirements of § 48-249-106. (b) Indistinguishable name. A foreign LLC may apply to the secretary of state under § 48-249-106, to utilize an indistinguishable name. (c) Assumed name. A f…

(a) Application requirements. Before transacting business in this state, a foreign LLC shall obtain a certificate of authority. A foreign LLC may obtain a certificate of authority by complying with this section and filing with the secretary of state an application for certificate…

(a) Filing of application. If a document filed with the secretary of state conforms to the requirements of § 48-249-904(a), the secretary of state shall:(1) Endorse on the application the word “Filed” and the date and time of the filing of it;(2) File the original of the applicat…

If any statement in the application for a certificate of authority by a foreign LLC was false when made, or if any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file an application for amendment t…

(a) Certificate of cancellation. A foreign LLC may cancel its certificate of authority by filing a certificate of cancellation of certificate of authority with the secretary of state accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The ce…

(1) The secretary of state may commence a proceeding under § 48-249-909, to administratively revoke the certificate of authority of a foreign LLC authorized to transact business in this state, if:(1) The foreign LLC does not deliver its annual report to the secretary of state wit…

(a) Notice of revocation. If the secretary of state determines that one (1) or more grounds exist under § 48-249-908 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determinati…

(a) Application for reinstatement. A foreign LLC whose certificate of authority is administratively revoked under § 48-249-909 may apply to the secretary of state for reinstatement. The application shall:(1) State the name of the foreign LLC at its date of administrative revocati…