1. The charter must prescribe the number of shares of each class that the corporation is authorized to issue. If more than one (1) class of shares is authorized, the charter must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the charter. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by § 48-16-102.
  2. The charter must authorize:

    1. One (1) or more classes of shares that together have unlimited voting rights; and
    2. Terms Used In Tennessee Code 48-16-101

      • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
      • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
      • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. 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.
      • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
      • Person: includes individual and entity. See Tennessee Code 48-202-101
      • Property: includes both personal and real property. 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
      • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-11-201

    3. One (1) or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
  3. The charter may authorize one (1) or more classes of shares that:

    1. Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by Chapters 11 27 of this title;
    2. Are redeemable or convertible as specified in the charter:

      1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
      2. For cash, indebtedness, securities, or other property;
      3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
    4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation; or
    5. Have a par value; provided, that the mere recitation of a par value for shares shall not create a requirement for a minimum consideration for the issuance of any such shares or impose any other restriction on their issuance or create any other right or liability with respect thereto.
  4. The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
  5. Any of the voting rights, preferences, limitations and relative rights of any class or series of shares authorized under this section may be made dependent upon facts ascertainable outside the charter; provided, that the manner in which such facts shall operate upon the voting powers, preferences, limitations and relative rights is set forth in reasonable detail in the charter.