Tennessee Code > Title 48 > LIMITED LIABILITY COMPANIES > Chapter 244 – Merger and Transfer of Assets
Current as of: 2023 | Check for updates
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Part 1 | Merger (§§ 48-244-101 — 48-244-104) | 48-244-101 – 48-244-104 |
Part 2 | Transfer of Assets and When Permitted (§ 48-244-201) | 48-244-201 |
Terms Used In Tennessee Code > Title 48 > LIMITED LIABILITY COMPANIES > Chapter 244 - Merger and Transfer of Assets
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board: means the board of directors or other similar governing body of the corporation. See Tennessee Code 13-30-103
- board of governors: means the board of governors of an LLC electing to be board-managed or, in the case of a foreign limited liability company, its equivalent. See Tennessee Code 48-202-101
- Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
- 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
- city: means any town, city, metropolitan government or county. See Tennessee Code 7-32-101
- 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
- Collector: includes any person entrusted with the collection of public revenue. See Tennessee Code 1-3-105
- 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.
- Corporation: means a corporation created pursuant to this chapter to operate a land bank. See Tennessee Code 13-30-103
- Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
- 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.
- Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
- 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 rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
- 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.
- Land bank: means real property, however obtained or acquired and held by a corporation, created pursuant to this chapter, with the intent of acquiring and holding onto the real property so acquired until such a time as the corporation is able to find a willing and able buyer to acquire the real property from the corporation. See Tennessee Code 13-30-103
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- 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
- Local government: means :
(A) Any home rule municipality. See Tennessee Code 13-30-103 - Majority vote: means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter. See Tennessee Code 48-202-101
- 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
- Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- 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.
- Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
- 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
- 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 individual and entity. See Tennessee Code 48-202-101
- Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
- Plaintiff: The person who files the complaint in a civil lawsuit.
- 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 executive office: means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. See Tennessee Code 48-202-101
- 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
- Real estate: means an identified parcel or tract of land, including improvements, if any. See Tennessee Code 13-30-103
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Real property: means one (1) or more defined parcels or tracts of land or interests, benefits and rights inherent in the ownership of real estate. See Tennessee Code 13-30-103
- resulting entity: means the entity resulting from a merger. 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
- Service of process: The service of writs or summonses to the appropriate party.
- 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
- 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
- Treasurer: includes the finance director or other chief financial officer of the municipality. See Tennessee Code 7-32-101
- 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