Terms Used In Tennessee Code > Title 48 > Limited Liability Companies > Chapter 249 > Part 10 - Miscellaneous

• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• 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.
• Annual report: means the form required by §. See Tennessee Code 48-249-102
• 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.
• articles of organization: means , in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. See Tennessee Code 48-249-102
• Board: means the governing body of any authority created pursuant to this chapter. See Tennessee Code 7-65-102
• Bonds: means bonds, notes, interim certificates or other obligations of an authority issued by its board of directors pursuant to this chapter. See Tennessee Code 7-65-102
• Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
• 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: means the Internal Revenue Code of 1986 (26 U. See Tennessee Code 48-249-102
• 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.
• 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 48-249-102
• 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.
• 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
• 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.
• Director: means an individual who is vested with authority as a director under §. See Tennessee Code 48-249-102
• 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
• Dismissal: The dropping of a case by the judge without further consideration or hearing. ^Source:
• 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: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-102
• Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
• Employee: includes an officer but not a director. See Tennessee Code 48-11-201
• Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
• 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.
• Executive officer: means , with respect to a city or town, the mayor or other officer of the city or town exercising similar executive powers, and with respect to a county, means the county mayor or other officer of the county exercising similar executive powers. See Tennessee Code 7-65-102
• Existing parking authority: means any public corporation or body politic and corporate or agency of the state of Tennessee or of any city or town in the state created by special or private act primarily for the purpose of planning, constructing, financing or operating parking facilities. See Tennessee Code 7-65-102
• Financial rights: means a member's or holder's rights to:
  (A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102
• 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.
• 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}
• foreign: means a limited liability company that is formed under the laws of a jurisdiction other than this state. See Tennessee Code 48-249-102
• 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 the body in which the general legislative powers of a municipality, county, or counties having a metropolitan form of government are vested. See Tennessee Code 7-65-102
• 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.
• holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
• Individual: includes the estate of an incompetent or deceased individual. 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
• 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.
• 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.
• LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
• Manager: means a person who is vested with authority as a manager under §. See Tennessee Code 48-249-102
• Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
• Minor: means any person who has not attained eighteen (18) years of age. 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.
• Municipality: means any county or incorporated city or town in this state with respect to which an authority may be organized. See Tennessee Code 7-65-102
• Oath: includes affirmation. See Tennessee Code 1-3-105
• Oath: A promise to tell the truth.
• 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.
• Officer: means an individual, who is vested with authority as an officer under §. See Tennessee Code 48-249-102
• 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
• parking authority: means any public corporation organized pursuant to this chapter. See Tennessee Code 7-65-102
• 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.
• Person: means an individual or an entity. See Tennessee Code 48-249-102
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Principal executive office: means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
• Probate: Proving a will
• Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
• Project: means a lot or lots, buildings and structures above, at or below the surface of the earth, including, but not limited to, rights-of-way, equipment, entrances, exits, driveways, approaches, ramps, garages, meters, pedestrian ways, fencing, landscaping and all other facilities and accessories necessary or desirable for or in connection with the parking or storing of vehicles of any kind, and ancillary spaces, uses, and structures related to, located within or adjacent to the facilities and accessories. See Tennessee Code 7-65-102
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Record: means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form. See Tennessee Code 48-249-102
• 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 agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
• Registered office: means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
• Representative: means , as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC. See Tennessee Code 48-249-102
• 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 individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
• Service of process: The service of writs or summonses to the appropriate party.
• 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.
• 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
• Transfer: means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. See Tennessee Code 48-249-102
• 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
• written: means any information in the form of a document. 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
• Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105