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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 231 - Dissenters' Rights
Part 4 - Procedures as to Assignees of Financial Rights
§ 48-231-401. Procedures as to assignees of financial rights.
Universal Citation: TN Code § 48-231-401 (2017)
- When an assignment of some or all of the financial rights of a membership interest is in effect and a copy delivered to the LLC prior to the time described in § 48-231-206, then as to that membership interest parts 1-3 of this chapter must be followed subject to the following revisions:
- (1) All rights to be exercised and actions to be taken by a member under parts 2 and 3 of this chapter shall be taken by the member and not by any assignee of the member's financial rights as between the LLC and the assignees, the actions taken or omitted by the member bind the assignees;
- (2) Instead of remitting a payment under § 48-231-206, the LLC shall forward to the dissenter member:
- (A) The materials described in § 48-231-206(b);
- (B) An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of financial rights according to the terms of the assignments reflected in the required records; and
- (C) A statement of that allocation;
- (3) If the dissenter member accepts the amount of the offer made under subdivision (2) but disputes the allocation, the dissenter shall promptly so notify the LLC and promptly after the notification bring an action to determine the proper allocation. The suit must be filed in the county in which the registered office of the LLC is located, or in the case of a surviving foreign LLC or other entity that is complying with this section following a merger with a constituent LLC, the suit must be filed in the county in this state in which the last registered office of the constituent LLC was located. The suit must name as parties the member, the LLC and all assignees of the member's financial rights. Upon being served with the action, the LLC shall promptly pay into the court the amount offered under subdivision (2) and shall then be dismissed from the action;
- (4) If the dissenter considers the amount offered under subdivision (2) inadequate, the dissenter may decline the offer and demand payment under § 48-231-209. If the dissenter makes demand, part 3 of this chapter applies, with the court having jurisdiction also to determine the correctness of the allocation;
- (5) If the member fails to take action under either subdivision (3) or (4), then:
- (A) As to the LLC, both the member and the assignees of the member's financial rights are limited to the amount and allocation offered under subdivision (2); and
- (B) The LLC discharges its obligation of payment by making payment according to the amount and allocation offered under subdivision (2).
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