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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 209 - Amendment of Articles
§ 48-209-106. Amendment to articles pursuant to reorganization.
Universal Citation: TN Code § 48-209-106 (2017)
- (a) An LLC's articles may be amended without action by the board of governors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by § 48-205-101.
- (b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
- (1) The name of the LLC;
- (2) The text of each amendment approved by the court;
- (3) The date of the court's order or decree approving the articles of amendment;
- (4) The title of the reorganization proceeding in which the order or decree was entered; and
- (5) A statement that the court had jurisdiction of the proceeding under federal statute.
- (c) Members of an LLC undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
- (d) This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
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