Part 1 Short Title and Reservation of Power 48-51-101 – 48-51-104
Part 2 Definitions 48-51-201 – 48-51-202
Part 3 Filing Documents 48-51-301 – 48-51-310
Part 4 Secretary of State 48-51-401 – 48-51-402
Part 5 Private Foundations 48-51-501
Part 6 Judicial Relief 48-51-601
Part 7 Attorney General and Reporter 48-51-701

Terms Used In Tennessee Code > Title 48 > Chapter 51 - General Provisions

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Tennessee Code 48-11-201
  • 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: 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
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. 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.
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Tennessee Code 48-51-201
  • 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.
  • 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
  • Docket: A log containing brief entries of court proceedings.
  • Document: means :

    1. Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
    2. 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
    3. Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
    4. Electronic record: means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with §. See Tennessee Code 48-11-201
    5. Employee: includes an officer but not a director. See Tennessee Code 48-11-201
    6. Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
    7. Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
    8. Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
    9. Fiduciary: A trustee, executor, or administrator.
    10. Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
    11. 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
    12. Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
    13. Interest: means either or both of the following rights under the organic law of an unincorporated entity:

      1. The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
      2. 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.
      3. 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
      4. Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and Chapters 51 68 of this title. See Tennessee Code 48-51-201
      5. 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
      6. Mutual benefit corporation: means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to §. See Tennessee Code 48-51-201
      7. Organic document: means a public organic document or a private organic document. See Tennessee Code 48-11-201
      8. 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
      9. 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.
      10. Person: includes individual and entity. See Tennessee Code 48-202-101
      11. Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
      12. 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
      13. 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
      14. Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
      15. Public benefit corporation: means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to §. See Tennessee Code 48-51-201
      16. 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
      17. Quorum: The number of legislators that must be present to do business.
      18. Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
      19. 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
      20. Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
      21. Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
      22. Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
      23. Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
      24. 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
      25. Service of process: The service of writs or summonses to the appropriate party.
      26. signature: means , with present intent to authenticate or adopt a document:

        1. To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature. See Tennessee Code 48-11-201
        2. signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
        3. 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
        4. Statute: A law passed by a legislature.
        5. 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
        6. Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
        7. Trustee: A person or institution holding and administering property in trust.
        8. 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
        9. United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
        10. 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
        11. written: means any information in the form of a document. See Tennessee Code 48-11-201
        12. written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
        13. Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105