(a)General. Upon compliance with this section, a domestic LLC may convert to another entity, by filing with the secretary of state:

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Terms Used In Tennessee Code 48-249-704

  • articles of organization: means , in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. See Tennessee Code 48-249-102
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
  • 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.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • 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
  • 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: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-102
  • Domestic entity: means any entity formed under the laws of this state. See Tennessee Code 48-249-701
  • Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
  • foreign: means a limited liability company that is formed under the laws of a jurisdiction other than this state. See Tennessee Code 48-249-102
  • 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 States or the laws of any foreign country or other foreign jurisdiction. See Tennessee Code 48-249-701
  • holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Majority vote: means , with respect to a vote of the members, managers, or directors, as applicable:
    (A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter. See Tennessee Code 48-249-102
  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(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 formed under the laws of this state, the formational document, if any, required to be filed with the secretary of state by other laws of this state in connection with the formation of the other domestic entity, which formational document has been executed in accordance with the applicable law of this state with respect to such formational document.
(b)Compliance with other applicable law. If the domestic LLC is to be converted into a foreign entity, the conversion shall be permitted under the laws of the jurisdiction of the foreign entity, and the foreign entity shall comply with such laws. If the domestic LLC is to be converted into a domestic entity, other than a domestic LLC, the conversion shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, the Revised Uniform Partnership Act, compiled in title 61, chapter 1, or the Revised Uniform Limited Partnership Act, compiled in title 61, chapter 2, permitting or authorizing an LLC to convert to a corporation formed pursuant to the Tennessee Business Corporation Act, a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, an LLC is authorized to convert to a corporation formed pursuant to the Business Corporation Act, a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act.
(c)Approval.

(1) The conversion of a domestic LLC to another entity shall be approved by:

(A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and
(B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(2) In the event a domestic LLC converts to a domestic or foreign partnership or to a domestic or foreign limited partnership, the conversion shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the conversion, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable.
(d)Winding up not required. The conversion of a domestic LLC to another entity, in accordance with this section, shall not require the domestic LLC to wind up its affairs under § 48-249-610, or to pay its liabilities and distribute its assets under § 48-249-620.
(e)Exchange or conversion of interests. In connection with the conversion of a domestic LLC to another entity, in accordance with this section, rights or securities of or interests in the domestic LLC may be exchanged for, or converted into cash, property, rights or securities of or interests in, the other entity into which the domestic LLC is being converted, or, in addition to or in lieu of such exchange or conversion, may be exchanged for or converted into cash, property, rights or securities of or interests in another entity, or may be cancelled.
(f)Contents of certificate of conversion. The certificate of conversion shall state the following:

(1) The name of the domestic LLC, and, if it has been changed, the name under which its articles of organization were originally filed;
(2) The date of filing of the original articles of organization of the domestic LLC with the secretary of state;
(3) The name of the other entity into which the domestic LLC is to be converted, and the jurisdiction and type of entity of the other entity;
(4) The future effective date or time of the conversion, if it is not to be effective upon the filing of the certificate of conversion;
(5) That all required approvals of the conversion have been obtained by the domestic LLC; and
(6) If the domestic LLC is converted to a foreign entity, a statement that the foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of the domestic LLC arising prior to the date of the conversion, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (f)(6) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of conversion provided for in this subdivision (f)(6), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the converted entity at all the addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-249-113.
(g)Result of conversion. The conversion of a domestic LLC to another entity in accordance with this section, and the resulting cessation of its existence as a domestic LLC pursuant to a certificate of conversion, shall not be deemed to affect any debts, liabilities and obligations of the domestic LLC incurred prior to the conversion or the personal liability of any person incurred prior to the conversion, nor shall it be deemed to affect the law applicable to the domestic LLC with respect to matters arising prior to the conversion.
(h)Effects of conversion. When any conversion of a domestic LLC to another entity has become effective under this section, for all purposes of the laws of this state:

(1) The converted other entity shall be deemed to be the same entity as the domestic LLC;
(2) All of the rights, privileges and powers of the domestic LLC and all property, real, personal and mixed, of and all debts due to the domestic LLC, as well as all other things and causes of action belonging to the domestic LLC, shall be and remain vested in the converted other entity, and shall be the property of the converted other entity;
(3) The title to any real property vested by deed or otherwise in the domestic LLC shall not revert, or be in any way impaired, by reason of this section;
(4) All rights of creditors, and all liens upon any property of the domestic LLC, shall be preserved unimpaired;
(5) All debts, liabilities and obligations of the domestic LLC shall remain attached to the converted other entity, and may be enforced against it to the same extent as if the debts, liabilities and obligations had originally been incurred or contracted by it in its capacity as the converted other entity;
(6) Any proceeding pending against the domestic LLC may be continued against the converted other entity as if the conversion had not occurred; and
(7) The rights, privileges, powers and interests in property of the domestic LLC, as well as the debts, liabilities and obligations of the domestic LLC, shall not be deemed, as a consequence of the conversion, to have been transferred to the converted other entity for any purpose of the laws of this state.
(i)Nonexclusivity. This section is nonexclusive. Any domestic LLC may be converted to another entity in any other manner provided by law.
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