Tennessee Code 48-61-113 – Entity conversion of domestic nonprofit corporation to foreign unincorporated entity – Articles of charter surrender
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Terms Used In Tennessee Code 48-61-113
- 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
- Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
- 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.
- Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
- Foreign unincorporated entity: means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state. See Tennessee Code 48-61-101
- 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.
- Nonfiling entity: means an unincorporated entity that is of a type that is not created by filing a public organic document. See Tennessee Code 48-11-201
- Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
- Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
- 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 48-61-101
- 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