(a) A plan of entity conversion must include:

Terms Used In Tennessee Code 48-21-110

  • 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.
  • Dependent: A person dependent for support upon another.
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Tennessee Code 48-11-201
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Survivor: means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter. See Tennessee Code 48-21-101
(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.
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