Part 1 Shares 48-16-101 – 48-16-104
Part 2 Issuance of Shares 48-16-201 – 48-16-209
Part 3 Subsequent Acquisition of Shares by Shareholders and Corporation 48-16-301 – 48-16-302
Part 4 Distributions 48-16-401

Terms Used In Tennessee Code > Title 48 > For-Profit Business Corporations > Chapter 16 - Shares and Distributions

  • 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.
  • 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
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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 executive: means and includes "county mayor" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
  • County mayor: means and includes "county executive" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
  • 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
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • 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.
  • Executor: includes an administrator, where the subject matter applies to an administrator. See Tennessee Code 1-3-105
  • 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.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • 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

    • 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.
    • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
    • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
    • Oath: includes affirmation. See Tennessee Code 1-3-105
    • Person: includes individual and entity. See Tennessee Code 48-202-101
    • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
    • Property: includes both personal and real property. 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
    • Record date: means the date established under chapter 16 or 17 on which a corporation determines the identity of its shareholders for purposes of chapters 11-27 of this title. 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
    • 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
    • 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.
    • Subscriber: means a person who subscribes for shares in a corporation, whether before or after incorporation. See Tennessee Code 48-11-201
    • Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
    • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
    • Trustee: A person or institution holding and administering property in trust.
    • 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