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;

Terms Used In Tennessee Code 48-21-101

  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • domestic business corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to chapters 11-27 of this title. See Tennessee Code 48-11-201
  • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. See Tennessee Code 48-21-101
  • Eligible interests: means interests or memberships. See Tennessee Code 48-21-101
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
  • Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the laws of this state. See Tennessee Code 48-11-201
  • Foreign unincorporated entity: means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state. See Tennessee Code 48-11-201
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • Member: means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. See Tennessee Code 48-202-101
  • Person: includes individual and entity. See Tennessee Code 48-202-101
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. See Tennessee Code 48-202-101
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
  • Unincorporated entity: means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government. See Tennessee Code 48-11-201
(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.
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