2017 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions
§ 48-61-101. Chapter definitions.

Universal Citation: TN Code § 48-61-101 (2017)
  • As used in this chapter, unless the context otherwise requires:
    • (1) "Converted entity" means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;
    • (2) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation;
    • (3) "Eligible interests" means interests or shares;
    • (4) "Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document;
    • (5) "Foreign business corporation" means a corporation for-profit incorporated under an organic law other than the laws of this state;
    • (6) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state;
    • (7) "Interest" means either or both of the following rights under the organic law of an unincorporated entity:
      • (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
      • (B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;
    • (8) "Interest holder" means a person who holds of record an interest;
    • (9) "Membership" means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;
    • (10) "Party to a merger or membership exchange" means any domestic or foreign nonprofit corporation, or eligible entity that will:
      • (A) Merge in a plan of merger;
      • (B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or
      • (C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;
    • (11) "Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and
    • (12) "Voting memberships" means memberships that entitle their holders to vote unconditionally in the election of directors.
Disclaimer: These codes may not be the most recent version. Tennessee may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.