2016 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions
§ 48-61-118. Articles of for-profit conversion -- Contents.

(a) After a plan of for-profit conversion providing for the conversion of a domestic nonprofit corporation to a domestic business corporation has been adopted and approved as required by this chapter, articles of for-profit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth:

(1) The name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of § 48-14-101, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-14-101;

(2) A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the charter if there are members entitled to vote on the plan or, if there are no members entitled to vote on the plan, by the board of directors in the manner required by this chapter and the charter; and

(3) If the corporation is a public benefit corporation, a statement that notice of the plan of for-profit conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either:

(A) The plan of for-profit conversion was approved by order of a court of record of this state; or

(B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.

(b) The articles of for-profit conversion shall have attached a charter that satisfies the requirements of § 48-12-102. Provisions that would not be required to be included in a charter of a domestic business corporation may be omitted.

(c) The articles of for-profit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-51-304. The attached charter shall be delivered to the secretary of state for filing and a fee therefor shall be paid in accordance with § 48-11-303.