§ 48-21-101 Chapter definitions
§ 48-21-102 Merger
§ 48-21-103 Share exchange
§ 48-21-104 Action on plan of merger or share exchange
§ 48-21-105 Merger of parent and subsidiary
§ 48-21-106 Abandonment of merger
§ 48-21-107 Articles of merger or share exchange
§ 48-21-108 Effect of merger or share exchange
§ 48-21-109 Entity conversion
§ 48-21-110 Plan of entity conversion
§ 48-21-111 Action on a plan of entity conversion
§ 48-21-112 Articles of entity conversion
§ 48-21-113 Surrender of charter upon conversion
§ 48-21-114 Effect of entity conversion
§ 48-21-115 Abandonment of entity conversion
§ 48-21-116 Nonprofit conversion
§ 48-21-117 Action on a plan of nonprofit conversion
§ 48-21-118 Articles of nonprofit conversion
§ 48-21-119 Surrender of a charter upon foreign nonprofit conversion
§ 48-21-120 Effect of nonprofit conversion
§ 48-21-121 Abandonment of a nonprofit conversion

Terms Used In Tennessee Code > Title 48 > For-Profit Business Corporations > Chapter 21 - Merger, Share Exchange and Conversion

  • 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.
  • 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
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Contract: A legal written agreement that becomes binding when signed.
  • 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
  • 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
  • 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
    • 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.
    • 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
    • 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
      • 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.
      • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
      • 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
      • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
      • 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: 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
        • 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 organic document: means the document, if any, that is filed of public record to create an unincorporated entity. See Tennessee Code 48-11-201
        • 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
        • 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
        • 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
        • 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
        • 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
        • 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
        • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105