2019 Tennessee Code
Title 48 - Corporations and Associations
Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions
§ 48-61-116. Plan of for-profit conversion -- Contents of plan
(a) Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion.
(b) Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a foreign business corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion shall be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion in the manner provided in this section.
(c) The plan of for-profit conversion must include:
(1) The terms and conditions of the conversion;
(2) The manner and basis of:
(A) Issuing at least one (1) share in the corporation following its conversion, and
(B) Reclassifying the memberships of the corporation following its conversion into shares, if any, or securities, obligations, rights to acquire shares or securities, cash, other property, or any combination of the foregoing;
(3) Any desired amendments to or restatements of the charter or organic documents of the corporation following its conversion; and
(4) If the domestic nonprofit corporation is to be converted to a foreign for-profit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
(d) The plan of for-profit conversion may also include a provision that the plan may be amended prior to filing articles of for-profit conversion, except that subsequent to approval of the plan by the members the plan may not be amended to change:
(1) The amount or kind of shares or securities, obligations, rights to acquire shares or securities, cash, or other property to be received by the members under the plan;
(2) The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-60-102; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(e) Terms of a plan of for-profit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-51-301.
(f) If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.