Terms Used In Tennessee Code > Title 48 > LIMITED LIABILITY COMPANIES > Chapter 246 - Foreign Limited Liability Companies

• Acquire: means to construct or to acquire by purchase, lease, lease-purchase, devise, gift, exercise of the power of eminent domain, or exercise of any other mode of acquisition. See Tennessee Code 7-36-102
• Acquired immunity: means an acquired specific immune system response to the SARS-CoV-2 virus that is:
  (A) Acquired naturally as a result of an individual's prior infection with SARS-CoV-2 virus. See Tennessee Code 14-1-101
• Affiliate: means :
  (A)

  (i) Any person who, directly or indirectly, beneficially owns, controls or holds the power to vote fifteen percent (15%) or more of the outstanding voting securities or other voting ownership interest of a TNInvestco or insurance company. See Tennessee Code 4-28-102
• Allocation date: means the date on which investment tax credits under §. See Tennessee Code 4-28-102
• 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
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Associated municipality: means a municipality that is located in a county having a population of three hundred thirty-five thousand (335,000) or less, according to the 2010 federal census or any subsequent federal census, and that, as of the date an authority is formed under this chapter, operates an electric system under the authority of chapter 52 of this title. See Tennessee Code 7-36-102
• Authority: means an authority created pursuant to this chapter. See Tennessee Code 7-36-102
• Base investment amount: means fourteen million dollars ($14,000,000) in the case of a qualified TNInvestco receiving one (1) allocation of tax credits and twenty eight million dollars ($28,000,000) in the case of a qualified TNInvestco receiving two (2) allocations of tax credits, which must be available in cash or cash equivalents immediately following the investment by a TNInvestco's participating investors and its owners. See Tennessee Code 4-28-102
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Bid bond: means a bond conditioned upon the entering into a contract by a bidder, if the bidder receives the award thereof, and furnishing the prescribed payment bond and performance bond. See Tennessee Code 4-26-102
• Board: as used in this part , means a board of waterworks and/or sewerage commissioners as required and authorized in this section, constituted and appointed as provided in §. See Tennessee Code 7-35-406
• Board: means the board of directors of the authority. See Tennessee Code 7-36-102
• Bonds: means bonds, interim certificates, notes, debentures, lease-purchase agreements, and all other evidences of indebtedness either issued by or the payment of which has been assumed by the authority. See Tennessee Code 7-36-102
• 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
• Chambers: A judge's office.
• 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 4-26-102
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• 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
• 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
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Department: means the department of economic and community development. See Tennessee Code 4-26-102
• Dependent: A person dependent for support upon another.
• Designated capital: means an amount of money that is invested by a participating investor in a qualified TNInvestco. See Tennessee Code 4-28-102
• Devise: To gift property by will.
• Director: means the director of the office of business enterprise. See Tennessee Code 4-26-102
• Disability: means a physical impairment that, in the written opinion of a person's licensed physician, substantially limits one (1) or more of the major life activities of such person and is expected to continue to exist for more than five (5) years. See Tennessee Code 4-26-102
• Disadvantaged business: means a business that is solely owned, or at least fifty-one percent (51%) of the outstanding stock of which is owned, by a person who is either:
  (A) By reason of social background unable to obtain technical, business or financial assistance of a quality or quantity similar to that available to the average business. See Tennessee Code 4-26-102
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Dismissal: The dropping of a case by the judge without further consideration or hearing. ^Source:
• Document: means :
  (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
• Employer: means a person, private business, or governmental entity employing one (1) or more persons within this state. See Tennessee Code 14-1-101
• End date profit share percentage: means a fee paid to the state by a qualified TNInvestco as provided in §. See Tennessee Code 4-28-102
• Energy: means any and all forms of energy no matter how or where generated or produced. See Tennessee Code 7-36-102
• 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}
• 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.
• Face covering: means a protective covering designed to be worn over the nose and mouth to reduce the spread of COVID-19, but "face covering" does not include an industry required mask. See Tennessee Code 14-1-101
• 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.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governing body: means bodies and boards, by whatsoever names they may be known, charged with the governing of a municipality. See Tennessee Code 7-34-102
• Governing body: means the legislative body of the associated municipality creating an authority pursuant to this chapter or, as applicable in §. See Tennessee Code 7-36-102
• 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.
• Healthcare provider: means a healthcare practitioner, person, or facility licensed, authorized, certified, registered, or regulated under title 33, title 63, title 68, federal law or order, or an executive order of the governor, including but not limited to any employees, agents, or contractors of such a practitioner, person, or facility, and residents, interns, students, fellows, or volunteers of an accredited school or of such school's affiliated teaching or training hospitals or programs in this state. See Tennessee Code 14-1-101
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Investment period: means the period January 1, 2010, through December 31, 2019. See Tennessee Code 4-28-102
• Joint resolution: A legislative measure which requires the approval of both chambers.
• 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.
• Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
• 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}
• Legal guardian: means a person or entity that has the legal authority to provide for the care, supervision, or control of a minor as established by law or court order. See Tennessee Code 14-1-101
• 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
• major life activities: means caring for oneself and performing manual tasks, which includes writing, walking, seeing, hearing, speaking, and breathing. See Tennessee Code 4-26-102
• 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
• Minor: means any person who has not attained eighteen (18) years of age. See Tennessee Code 1-3-105
• Minority-owned business: means a business that is wholly owned, or at least fifty-one percent (51%) of the assets or outstanding stock of which is owned, by one (1) or more individuals who are members of any racial or ethnic minority within the state and whose management and daily business operations are under the control of one (1) or more members of any racial or ethnic minority within the state. See Tennessee Code 4-28-102
• Monoclonal antibodies: means bamlanivimab plus etesevimab, casirivimab plus imdevimab, sotrovimab, or any other anti-COVID-19 monoclonal antibody products that target the spike protein of COVID-19 and are approved or authorized by the federal food and drug administration for use as a treatment or prophylaxis for a COVID-19 infection. See Tennessee Code 14-1-101
• 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
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Municipal bonds: means bonds of the associated municipality issued to finance or refinance any of the systems. See Tennessee Code 7-36-102
• Municipal corporation: means any incorporated city or town in this state and any utility district created pursuant to chapter 82 of this title. See Tennessee Code 7-35-401
• Municipality: means any county or incorporated city or town of the state. See Tennessee Code 7-34-102
• Municipality: means any county or incorporated city or town within or outside this state. See Tennessee Code 7-36-102
• 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.
• Obligee: means :
  (A) In the case of a bid bond, the person requesting bids for the performance of a contract. See Tennessee Code 4-26-102
• Oversight: Committee review of the activities of a Federal agency or program.
• Participating investor: means any insurance company required to pay the gross premiums tax pursuant to §. See Tennessee Code 4-28-102
• 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.
• Payment bond: means a bond conditioned upon the payment by the principal of money to persons under contract with the principal. See Tennessee Code 4-26-102
• Performance bond: means a bond conditioned upon the completion by the principal of a contract in accordance with its terms. See Tennessee Code 4-26-102
• Person: means any natural person or entity, including, but not limited to, a corporation, general or limited partnership, trust or limited liability company. See Tennessee Code 4-28-102
• 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
• Person: means an individual. See Tennessee Code 14-1-101
• Person: means any natural person, firm, association, corporation, limited liability company, business trust, partnership, or governmental entity. See Tennessee Code 7-36-102
• Personal property: All property that is not real property.
• Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
• Prime contractor: means the person with whom the obligee has contracted to perform the contract. See Tennessee Code 4-26-102
• Principal: means :
  (i) In the case of a bid bond, a person bidding for the award of a contract. See Tennessee Code 4-26-102
• 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
• Private business: means a person, sole proprietorship, corporation, limited liability company, partnership, trust, association, nonprofit organization described in §. See Tennessee Code 14-1-101
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Profit share percentage: means a fee paid to the state by a qualified TNInvestco as provided in §. See Tennessee Code 4-28-102
• Program end date: means December 31, 2024. See Tennessee Code 4-28-102
• Project for a private purpose: includes , but is not limited to:
  (a) Any commercial project, commercial subdivision, private residence or residential subdivision that is owned by a nonpublic entity. See Tennessee Code 7-35-401
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Public works: means any one (1) or combination of two (2) or more of the following: water, sewerage, gas or electric heat, light or power works, plants and systems or parking facilities, together with all parts thereof and appurtenances thereto, including, but not limited to, supply and distribution systems, electrical power purchased from the Tennessee Valley authority or similar governmental agencies, on a current or long-term purchase basis, reservoirs, dams, sewage treatment and disposal works and generating plants. See Tennessee Code 7-34-102
• Qualified business: means a business that is independently owned and operated and meets all of the following requirements:
  (i) It is headquartered in this state, its principal business operations are located in this state, and at least sixty percent (60%) of its employees are located in this state. See Tennessee Code 4-28-102
• Qualified investment: means the investment of cash by a qualified TNInvestco in a qualified business for the purchase of equity, equity options, warrants, or debt convertible to equity. See Tennessee Code 4-28-102
• Quarantine: means :
  (A) The limitation or restriction of a person's freedom of movement or isolation of a person, or preventing or restricting access to premises upon which the person or the cause or source of COVID-19 may be found, for a period of time to prevent the spread of COVID-19. See Tennessee Code 14-1-101
• 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
• 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).
• Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
• School: means :
  (A) A public elementary or secondary school operated by a local education agency or by the state with public funds, including a charter school. See Tennessee Code 14-1-101
• School property: means all real property, improvements to real property, and facilities used for school purposes. See Tennessee Code 14-1-101
• 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
• Seed or early stage investment: means an investment in a company that has a product or service in testing or pilot production that may or may not be commercially available. See Tennessee Code 4-28-102
• Service of process: The service of writs or summonses to the appropriate party.
• Severe conditions: means :
  (A) The governor has declared a state of emergency for COVID-19 pursuant to §. See Tennessee Code 14-1-101
• Sewerage system: means all or any part of the following:
  (A) The collecting system. See Tennessee Code 7-35-401
• 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
• State premium tax liability: means any liability incurred by an insurance company under §. See Tennessee Code 4-28-102
• Statute: A law passed by a legislature.
• Subcontractor: means a person who has contracted with a prime contractor or with another subcontractor to perform a contract. See Tennessee Code 4-26-102
• Subpoena: A command to a witness to appear and give testimony.
• Surety: means the person who:
  (A) Under the terms of a bid bond, undertakes to pay a sum of money to the obligee in the event the principal breaches the conditions of the bond. See Tennessee Code 4-26-102
• System: means any plant, works, facility, property, or parts thereof, together with all appurtenances thereto, used or useful in connection with the furnishing of any of the services and commodities authorized to be provided in this chapter, including generation or production facilities, transmission facilities, storage facilities, and distribution facilities, and all real and personal property of every nature comprising part of or used or useful in connection with a "system" and all appurtenances, contracts, leases, franchises, and other intangibles relating to a "system". See Tennessee Code 7-36-102
• 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
• 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
• Testify: Answer questions in court.
• TNInvestco: means a partnership, corporation, trust or limited liability company, whether organized on a for-profit or not-for-profit basis that completes the application process in §. See Tennessee Code 4-28-102
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• User fees: Fees charged to users of goods or services provided by the government. In levying or authorizing these fees, the legislature determines whether the revenue should go into the treasury or should be available to the agency providing the goods or services.
• Waterworks system: means all or any part of the following:
  (A) Source of supply. See Tennessee Code 7-35-401
• Works: means the waterworks or sewerage system. See Tennessee Code 7-35-401
• 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