Terms Used In Tennessee Code > Title 48 > Limited Liability Companies > Chapter 249 > Part 11 - Professional Limited Liability Companies

• 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.
• agency: means that organization that has been designated pursuant to the terms of this chapter to administer the Tennessee homestead program. See Tennessee Code 7-66-102
• agreement: means that contract between the homesteader and the administering agency relative to participation in the homestead program. See Tennessee Code 7-66-102
• 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.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• 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.
• Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
• 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
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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}
• 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: 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
• 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.
• Contract: A legal written agreement that becomes binding when signed.
• Conveyance property: means that real property that shall be subject to conveyance by sale or by lease upon compliance with certain conditions and terms. See Tennessee Code 7-66-102
• 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.
• Decedent: A deceased person.
• 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.
• 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
• Disqualified person: means an individual or entity that for any reason is or becomes ineligible under this part to be a member of a PLLC or holder of financial rights of a PLLC. See Tennessee Code 48-249-1102
• 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 by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. See Tennessee Code 48-249-102
• 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 professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-1102
• 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
• 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}
• 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: A male person named in a will to carry out the decedent
• Executor: includes an administrator, where the subject matter applies to an administrator. See Tennessee Code 1-3-105
• Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
• 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 foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state. See Tennessee Code 48-249-1102
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governance rights: means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13). See Tennessee Code 48-249-102
• Governing body: means the body in which the general legislative powers of a municipality are vested, and in the case of counties means the legislative body of any county. See Tennessee Code 7-67-103
• holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
• Homesteader: means that person, corporation, partnership, or joint venture that has been designated pursuant to this chapter to receive, lease, occupy, rehabilitate or renovate real properties declared to be held for the program as provided in this chapter. See Tennessee Code 7-66-102
• 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.
• Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
• Law: includes rules promulgated in accordance with §. See Tennessee Code 48-249-1102
• 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}
• Licensing authority: means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service. See Tennessee Code 48-249-1102
• 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
• LLC documents: means either, or both:
  (A) An LLC's articles. See Tennessee Code 48-249-102
• Loan agreement: means an agreement providing for an authority to loan the proceeds derived from the issuance of revenue bonds pursuant to this chapter to one (1) or more contracting parties to be used to pay the cost of one (1) or more projects and providing for the repayment of such loan by the other contracting party or parties, and which may provide for such loans to be secured by or evidenced by one (1) or more notes, debentures, bonds or other secured or unsecured debt obligations of the contracting party or parties, delivered to the authority or to a trustee under the indenture pursuant to which the bonds were issued. See Tennessee Code 7-67-103
• 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
• Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
• Membership interest: means a member's interest in an LLC, which shall consist of the member's financial rights and governance rights. See Tennessee Code 48-249-102
• Metropolitan government: means the political entity created by consolidation of all, or substantially all, of the political and corporate functions of a county and a city or cities. See Tennessee Code 7-1-101
• Minor: means any person who has not attained eighteen (18) years of age. See Tennessee Code 1-3-105
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Municipality: means any county, metropolitan government or incorporated city or town in this state with respect to which an authority may be organized. See Tennessee Code 7-67-103
• 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
• other contracting party: means any party, including a municipality, to a sale contract, lease agreement or loan agreement, other than the authority. See Tennessee Code 7-67-103
• 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
• Personal representative: means , as to an individual, the executor, administrator, guardian, conservator, trustee or other legal representative of the individual, and, as to an entity, the legal representative or successor of the entity. See Tennessee Code 48-249-102
• Personal representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
• Plaintiff: The person who files the complaint in a civil lawsuit.
• PLLC: has the meaning set forth in §. See Tennessee Code 48-249-102
• 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
• 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
• Professional service: means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service. See Tennessee Code 48-249-1102
• 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
• Project: means any building, sports complex, stadium, arena, sports and recreational facility, or any other structure or facility constructed, leased, equipped, renovated or acquired for any of the purposes set forth in this chapter, and also includes, but is not limited to, roads, streets, highways, curbs, bridges, flood control facilities, and utility services, such as water, sanitary sewer, electricity, gas and natural gas, and telecommunications that are constructed, leased, equipped, renovated or acquired as a supporting system or facility for any of the purposes set forth in this chapter. See Tennessee Code 7-67-103
• 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.
• Quorum: The number of legislators that must be present to do business.
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• real property: include lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
• 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 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
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• 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: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
• revenue bonds: means bonds, notes, interim certificates or other obligations of an authority issued pursuant to this chapter, or pursuant to any other law, as supplemented by, or in conjunction with, this chapter. See Tennessee Code 7-67-103
• Sale contract: means a contract providing for the sale of one (1) or more projects to one (1) or more contracting parties and includes a contract providing for payment of the purchase price in one (1) or more installments. See Tennessee Code 7-67-103
• 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
• Sports and recreational facilities: means and includes facilities for any and all types of sports and recreational pursuits, including, but not limited to, football, basketball, baseball, soccer, track and field meets, swimming and diving meets, and any and all other sports, games, events or exhibitions that add to the recreational enrichment of the community. See Tennessee Code 7-67-103
• sports authority: means any public corporation organized pursuant to this chapter. See Tennessee Code 7-67-103
• State: means the state of Tennessee and, unless otherwise indicated by the context, any agency, authority, branch, bureau, commission, corporation, department or instrumentality of the state, now or hereafter existing. See Tennessee Code 7-67-103
• 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.
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Summons: Another word for subpoena used by the criminal justice system.
• Tennessee homestead program: means the plan of procedure as provided in this chapter by the Tennessee Homestead Act. See Tennessee Code 7-66-102
• 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
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Trustee: A person or institution holding and administering property in trust.
• United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• 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