Terms Used In Tennessee Code > Title 48 > Limited Liability Companies > Chapter 249 > Part 7 - Merger, Conversion and Transfer of Assets

• 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.
• Appraisal: A determination of property value.
• Approved system: means a solid waste disposal facility that has as its primary purpose the creation and recovery of energy from solid waste, as defined in subdivision (a)(4), and has as a secondary or incidental purpose the recovery of recyclable commodities, and which facility has been approved by the department of environment and conservation under authority granted to it by title 68, chapter 211. See Tennessee Code 7-58-101
• 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.
• 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
• 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.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Department: means the department of environment and conservation. See Tennessee Code 7-58-101
• 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: 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
• Domestic entity: means any entity formed under the laws of this state. See Tennessee Code 48-249-701
• 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
• 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
• 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
• Foreign entity: means any entity formed under the laws of any state of the United States other than this state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction. See Tennessee Code 48-249-701
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
• 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
• LLC documents: means either, or both:
  (A) An LLC's articles. See Tennessee Code 48-249-102
• Majority vote: means , with respect to a vote of the members, managers, or directors, as applicable:
  (A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter. 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
• Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
• 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
• 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 an agreement described in §. See Tennessee Code 48-249-102
• 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
• Plaintiff: The person who files the complaint in a civil lawsuit.
• 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
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• 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.
• Solid waste: means all municipal, commercial, or industrial solid waste normally collected and disposed of by local governments, such as garbage, rubbish, refuse, and other such similar and related materials, except those excluded by the department, which shall designate as "special waste" any hazardous or other waste it determines should not be processed in an approved system for reasons of public health or safety, or because the nature of the waste is such that it is not suitable for processing in an approved system, and such materials as are normally collected or accepted by private industry for the purpose of recycling and are not normally collected or accepted by local governments. See Tennessee Code 7-58-101
• 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
• 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 district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201