2018 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions
§ 48-61-119. Conversion of domestic nonprofit corporation to foreign for-profit corporation -- Articles of charter surrender.

Universal Citation: TN Code § 48-61-119 (2018)
  • (a) Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of for-profit conversion providing for the corporation to be converted to a foreign for-profit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:

    • (1) The name of the corporation;

    • (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign for-profit corporation;

    • (3) A statement that the foreign for-profit conversion was duly approved by the members in the manner required by this section and the charter; and

    • (4) The corporation's new jurisdiction of incorporation.

  • (b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee in accordance with § 48-51-303. The articles of charter surrender shall take effect on the effective time provided in § 48-51-304.

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