(a) Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of for-profit conversion providing for the corporation to be converted to a foreign for-profit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:

non profit

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Terms Used In Tennessee Code 48-61-119

  • 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.
  • 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.
  • 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
(1) The name of the corporation;
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign for-profit corporation;
(3) A statement that the foreign for-profit conversion was duly approved by the members in the manner required by this section and the charter; and
(4) The corporation’s new jurisdiction of incorporation.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee in accordance with § 48-51-303. The articles of charter surrender shall take effect on the effective time provided in § 48-51-304.
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