2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 12 - Incorporation
48-12-102 - Charter.

48-12-102. Charter.

(a)  The charter must set forth:

     (1)  A corporate name for the corporation that satisfies the requirements of § 48-14-101;

     (2)  The number of shares the corporation is authorized to issue;

     (3)  The street address and zip code of the corporation's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office;

     (4)  The name and address and zip code of each incorporator;

     (5)  The street address and zip code of the initial principal office of the corporation;

     (6)  Information required by chapter 16 of this title; and

     (7)  A statement that the corporation is for profit.

(b)  The charter may set forth:

     (1)  The names and addresses of the individuals who are to serve as the initial directors;

     (2)  Provisions not inconsistent with law:

          (A)  Stating the purpose or purposes for which the corporation is organized;

          (B)  Regarding the management of the business and regulating the affairs of the corporation; or

          (C)  Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders;

     (3)  A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director:

          (A)  For any breach of the director's duty of loyalty to the corporation or its shareholders;

          (B)  For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

          (C)  Under § 48-18-304.

No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision to a “director” are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c); and

     (4)  Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws.

(c)  The charter need not set forth any of the corporate powers enumerated in chapters 11-27 of this title.

[Acts 1986, ch. 887, § 2.02; 1987, ch. 273, §§ 20, 21, 48; 1991, ch. 188, § 2; 1994, ch. 776, §§ 6-8.]