Part 1 Short Title and Reservation of Power 48-11-101 – 48-11-104
Part 2 Definitions and Notice 48-11-201 – 48-11-203
Part 3 Filing Documents 48-11-301 – 48-11-310
Part 4 Secretary of State 48-11-401 – 48-11-402

Terms Used In Tennessee Code > Title 48 > For-Profit Business Corporations > Chapter 11

  • Active plan: means a plan that is currently producing tax increment revenues. See Tennessee Code 9-23-102
  • 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.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Tennessee Code 48-11-201
  • Base taxes: means the property taxes, if any, that were levied by a taxing agency and payable with respect to the property within a plan area (other than any portion of such taxes that is a debt service amount) for the year prior to the date the plan was approved. See Tennessee Code 9-23-102
  • best interest of the state: means an extended plan term or term extension is reasonably required for plan completion. See Tennessee Code 9-23-102
  • 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
  • Commissioner: means the commissioner of economic and community development. See Tennessee Code 9-23-102
  • Community redevelopment agency: means a community redevelopment agency created by or designated pursuant to the CRA Act. See Tennessee Code 9-23-102
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Comptroller: means the comptroller of the treasury. See Tennessee Code 9-23-102
  • 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
  • Conspicuous: means so written that a reasonable person against whom the writing is to operate should have noticed it. 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.
  • County mayor: means and includes "county executive" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • CRA Act: means the Community Redevelopment Act of 1998, as amended, being 1998 Public Chapter No. See Tennessee Code 9-23-102
  • Dedicated taxes: means that portion of property taxes, if any, designated by a taxing agency to pay debt service on the taxing agency's debt. See Tennessee Code 9-23-102
  • 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
  • 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
  • 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 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
    • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
    • 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
    • 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
    • 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.
    • Fiduciary: A trustee, executor, or administrator.
    • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
    • 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
    • Governing body: means the board or body in which the general legislative powers of a municipality or taxing agency are vested. See Tennessee Code 9-23-102
    • Housing authority: means a housing authority organized in accordance with title 13, chapter 20, or any public entity exercising the redevelopment powers of a housing authority pursuant to such chapter. See Tennessee Code 9-23-102
    • Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
    • Industrial development corporation: means any industrial development corporation organized pursuant to title 7, chapter 53. See Tennessee Code 9-23-102
    • 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

      • 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.
      • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
      • Month: means a calendar month. See Tennessee Code 1-3-105
      • 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
      • Municipality: means any county, metropolitan government or incorporated city or town in this state. See Tennessee Code 9-23-102
      • 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
      • 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: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
      • Person: includes individual and entity. See Tennessee Code 48-202-101
      • Plan: means a redevelopment plan approved pursuant to title 13, chapter 20, an economic impact plan approved pursuant to title 7, chapter 53, or a community redevelopment plan approved pursuant to the CRA Act. See Tennessee Code 9-23-102
      • Plan area: means the area identified in any plan as being subject to such plan. See Tennessee Code 9-23-102
      • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
      • 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: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
      • Property: includes both personal and real property. See Tennessee Code 1-3-105
      • Public infrastructure: shall mean roads, streets, publicly-owned or privately-owned parking lots, facilities or garages, traffic signals, sidewalks or other public improvements that are available for public use, utility improvements and storm water and drainage improvements, whether or not located on public property or a publicly-dedicated easement, that are necessary or desirable, as determined by the tax increment agency. See Tennessee Code 9-23-102
      • 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
      • Quorum: The number of legislators that must be present to do business.
      • real property: include lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
      • 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
      • 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 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
      • Service of process: The service of writs or summonses to the appropriate party.
      • 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
      • signature: means , with present intent to authenticate or adopt a document:

        • (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature. See Tennessee Code 48-11-201

        • 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
        • 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
        • Statute: A law passed by a legislature.
        • Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 48-202-101
        • Tax increment agency: means a housing authority, industrial development corporation and/or community redevelopment agency. See Tennessee Code 9-23-102
        • Tax increment revenues: means incremental property tax revenues to be allocated by a taxing agency to a tax increment agency pursuant to a tax increment statute and this chapter. See Tennessee Code 9-23-102
        • Tax increment statutes: means title 7, chapter 53, title 13, chapter 20 and the CRA Act. See Tennessee Code 9-23-102
        • Taxing agency: means any county, city, town, metropolitan government or other public entity that levies property taxes on property within a plan area and that has approved the plan. See Tennessee Code 9-23-102
        • 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
        • 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 the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
        • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
        • Veto: The procedure established under the Constitution by which the President/Governor refuses to approve a bill or joint resolution and thus prevents its enactment into law. A regular veto occurs when the President/Governor returns the legislation to the house in which it originated. The President/Governor usually returns a vetoed bill with a message indicating his reasons for rejecting the measure. In Congress, the veto can be overridden only by a two-thirds vote in both the Senate and the House.
        • 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
        • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
        • written: means any information in the form of a document. See Tennessee Code 48-11-201
        • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105