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2017 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 21 - Merger, Share Exchange and Conversion
§ 48-21-118. Articles of nonprofit conversion.
Universal Citation: TN Code § 48-21-118 (2017)
- (a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit 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 nonprofit conversion and if that name does not satisfy the requirements of § 48-54-101, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-54-101; and
- (2) A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this chapter and the charter.
- (b) The articles of nonprofit conversion shall have attached a charter that satisfies the requirements of § 48-52-102. Provisions that would not be required to be included in a charter of a domestic nonprofit corporation may be omitted.
- (c) The articles of nonprofit 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 § 48-11-304. The attached charter shall also be delivered to the secretary of state for filing. The fee for filing the charter shall be paid in accordance with § 48-51-303.
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