Part 1 Venue of Actions 20-4-101 – 20-4-108
Part 2 Change of Venue 20-4-201 – 20-4-211

Terms Used In Tennessee Code > Title 20 > Chapter 4

  • Articles of conversion: means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership. See Tennessee Code 48-202-101
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bequest: Property gifted by will.
  • 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: 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
  • 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
  • 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
  • Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with §. See Tennessee Code 48-11-201
  • Dependent: A person dependent for support upon another.
  • Devise: To gift property by will.
  • 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
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
  • Docket: A log containing brief entries of court proceedings.
  • 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 business corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to chapters 11-27 of this title. See Tennessee Code 48-11-201
    • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See Tennessee Code 48-202-101
    • domestic nonprofit corporation: means a corporation incorporated under the laws of this state and subject to the Tennessee Nonprofit Corporation Act, compiled in chapters 51-68 of this title. See Tennessee Code 48-11-201
    • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. See Tennessee Code 48-21-101
    • Eligible interests: means interests or memberships. See Tennessee Code 48-21-101
    • Employee: includes an officer but not a director. See Tennessee Code 48-11-201
    • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
    • Fiduciary: A trustee, executor, or administrator.
    • Filing entity: means an unincorporated entity that is of a type that is created by filing a public organic document. See Tennessee Code 48-21-101
    • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
    • Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the laws of this state. See Tennessee Code 48-11-201
    • Foreign unincorporated entity: means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state. See Tennessee Code 48-11-201
    • 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
    • Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
    • Interest: means either or both of the following rights under the organic law of an unincorporated entity:

      • (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201

      • Interest holder: means a person who holds of record an interest. See Tennessee Code 48-21-101
      • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
      • Lien: A claim against real or personal property in satisfaction of a debt.
      • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
      • LLC documents: means either, or both:

        • (A) An LLC's articles. See Tennessee Code 48-249-102

        • Manager: means a person elected, appointed, or otherwise designated as a manager by the governing body, and any other person considered elected as a manager pursuant to §. See Tennessee Code 48-202-101
        • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
        • 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
        • Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
        • 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
        • Organic document: means a public organic document or a private organic document. See Tennessee Code 48-11-201
        • Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Tennessee Code 48-11-201
        • Owners: means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
        • Participating shares: means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid. See Tennessee Code 48-21-101
        • Party to a merger or share exchange: means any domestic or foreign corporation, or eligible entity that will:

          • (A) Merge in a plan of merger. See Tennessee Code 48-21-101

          • Person: means an individual or an entity. See Tennessee Code 48-249-102
          • Person: includes individual and entity. See Tennessee Code 48-202-101
          • Plaintiff: The person who files the complaint in a civil lawsuit.
          • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
          • Principal executive office: means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
          • 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
          • Private organic document: means any document (other than the public organic document, if any) that determines the internal governance of an unincorporated entity. See Tennessee Code 48-11-201
          • 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
          • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
          • Public organic document: means the document, if any, that is filed of public record to create an unincorporated entity. 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
          • Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
          • 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
          • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
          • 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
          • Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
          • 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 48-21-101
          • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
          • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
          • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
          • Trustee: A person or institution holding and administering property in trust.
          • 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
          • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
          • Voting group: means all shares of one (1) or more classes or series that under the charter or chapters 11-27 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Tennessee Code 48-11-201
          • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
          • Voting shares: means shares that entitle their holders to vote unconditionally in the election of directors. See Tennessee Code 48-21-101
          • written: means any information in the form of a document. See Tennessee Code 48-11-201