(a) The charter must set forth:

Terms Used In Tennessee Code 48-12-102

  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • 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
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • 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
  • Fiduciary: A trustee, executor, or administrator.
  • Governing body: means the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation. See Tennessee Code 48-202-101
  • 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
  • Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
  • Registered office: means the place in this state designated in the articles as the registered office of the LLC. See Tennessee Code 48-202-101
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
(1) A corporate name for the corporation that satisfies the requirements of § 48-14-101;
(2) The number of shares the corporation is authorized to issue;
(3) The street address and zip code of the corporation’s initial registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent’s registered office), the county in which the office is located, and the name of its initial registered agent at that office;
(4) The name and address and zip code of each incorporator;
(5) The street address and zip code of the initial principal office of the corporation (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);
(6) Information required by chapter 16 of this title; and
(7) A statement that the corporation is for profit.
(b) The charter may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law:

(A) Stating the purpose or purposes for which the corporation is organized;
(B) Regarding the management of the business and regulating the affairs of the corporation; or
(C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders;
(3)

(A) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director:

(i) For any breach of the director’s duty of loyalty to the corporation or its shareholders;
(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii) Under § 48-18-302;
(B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a “director” are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c); and
(4) Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws.
(c) The charter need not set forth any of the corporate powers enumerated in chapters 11-27 of this title.
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