(a)General. One (1) or more domestic LLCs may, under an agreement or plan of merger, merge with or into one (1) or more domestic LLCs or other entities by complying with this section. Any constituent party to the merger may be the surviving entity, as the agreement or plan of merger shall provide.
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Terms Used In Tennessee Code 48-249-702

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • articles of organization: means , in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. See Tennessee Code 48-249-102
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • domestic: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-102
  • Domestic entity: means any entity formed under the laws of this state. See Tennessee Code 48-249-701
  • Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
  • foreign: means a limited liability company that is formed under the laws of a jurisdiction other than this state. See Tennessee Code 48-249-102
  • Foreign entity: means any entity formed under the laws of any state of the United States other than this state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction. See Tennessee Code 48-249-701
  • holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
  • 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. See Tennessee Code 48-11-201
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Majority vote: means , with respect to a vote of the members, managers, or directors, as applicable:
    (A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter. See Tennessee Code 48-249-102
  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Operating agreement: means an agreement described in §. See Tennessee Code 48-249-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
(b)Compliance with other applicable law. If any constituent party to a merger is a foreign entity, the merger shall be permitted under the laws of the jurisdiction of the foreign entity, and the foreign entity shall comply with such laws. If any constituent party to a merger is a domestic entity, the merger shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Revised Uniform Partnership Act, compiled in title 61, chapter 1, permitting or authorizing a partnership formed under that act to merge with or into an LLC, a partnership formed under the Revised Uniform Partnership Act is authorized to merge with or into one (1) or more LLCs, upon the approval by all of the partners of the partnership or by the number or percentage of partners specified for merger in the partnership agreement of the partnership.
(c) Approval.

(1) The agreement or plan of merger shall be approved on behalf of any domestic LLC that is a constituent party to the merger, by:

(A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and
(B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(2) In the event a domestic LLC merges with or into a domestic or foreign partnership or limited partnership and the partnership or limited partnership is the surviving entity, the agreement or plan of merger shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the merger, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable.
(d)Merger consideration. In connection with a merger under this section, rights or securities of, or other equity interests in, a domestic LLC or other entity that is a constituent party to the merger may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving domestic LLC or other entity, or, in addition to or in lieu of that merger consideration, may be exchanged for or converted into cash, property, rights or securities of or interests in a domestic LLC or other entity that is not the surviving domestic LLC or other surviving entity in the merger.
(e)Certificate of merger. A domestic LLC merging under this section shall file a certificate of merger with the secretary of state. The certificate of merger shall state the following:

(1) The name and jurisdiction of each constituent party to the merger;
(2) That an agreement or plan of merger has been approved and executed by each constituent party to the merger;
(3) The name of the surviving constituent party;
(4) In the case of a merger in which a domestic LLC is the surviving entity, such amendments, if any, to the articles of organization of the surviving domestic LLC as are desired to be effected by the merger;
(5) The future effective date or time of the merger, if it is not to be effective upon the filing of the certificate of merger;
(6) That the agreement or plan of merger is on file at a place of business of the surviving constituent party, and the address of that place of business;
(7) That a copy of the agreement or plan of merger shall be furnished by the surviving constituent party, on request and without cost, to any person holding an interest in a constituent party to the merger; and
(8) If the surviving entity is a foreign entity, a statement that the surviving foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic LLC that is a constituent party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (e)(8) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this subdivision (e)(8), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving other entity at all the addresses furnished by the plaintiff, in accordance with the procedures set forth in § 48-249-113.
(f)Effective time. Unless a future effective date or time is provided in a certificate of merger, in which event a merger shall be effective at that future effective date or time, a merger shall be effective upon filing a certificate of merger with the secretary of state.
(g) Effect on nonsurviving domestic LLC. A certificate of merger, as filed with the secretary of state, shall act as notice of dissolution and articles of termination for a domestic LLC that is not the surviving entity in the merger. A merger of a domestic LLC, including a domestic LLC that is not the surviving entity in the merger, shall not require the domestic LLC to wind up its affairs under § 48-249-610, or to pay its liabilities and distribute its assets under § 48-249-620.
(h) Amendment of articles of organization. A certificate of merger that sets forth any amendment, in accordance with subdivision (e)(4), shall be deemed to be an amendment to the articles of organization of the surviving domestic LLC, and the surviving domestic LLC shall not be required to take any further action to amend its articles of organization under § 48-249-204, with respect to the amendments set forth in the certificate of merger.
(i)Amendment of operating agreement. An agreement or plan of merger approved in accordance with subsection (c) may effect any amendment to the operating agreement of the surviving LLC in the merger, or the adoption of a new operating agreement for the surviving LLC in the merger; provided, that the amendment or new operating agreement receives the approval required for amendment of the operating agreement under § 48-249-204(c). Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection (i) shall be effective at the effective date and time of the merger.
(j)Effect of merger. When any merger has become effective under this section, for all purposes of the laws of this state:

(1) All of the rights, privileges and powers of each constituent party to the merger and all property, real, personal and mixed, of, and all debts due to, any constituent party to the merger, as well as all other things and causes of action belonging to each constituent party to the merger, shall be vested in the surviving constituent party, and thereafter shall be the property of the surviving constituent party as they were of each constituent party to the merger prior to the merger;
(2) The title to any real property vested, by deed or otherwise, in any constituent party to the merger shall not revert or be in any way impaired by reason of this section;
(3) All rights of creditors, and all liens upon any property of any constituent party to the merger, shall be preserved unimpaired;
(4) All debts, liabilities and obligations of each of the constituent parties that have merged shall thenceforth attach to the surviving constituent party and may be enforced against it to the same extent as if the debts, liabilities and obligations had been incurred or contracted by it; and
(5) A proceeding pending against an entity that is a constituent party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party for any entity whose existence ceased in the merger.
(k)Abandonment of merger.

(1) After an agreement or plan of merger has been approved as required by this section, and at any time before the merger has become effective, the merger may be abandoned, subject to any contractual rights, by any entity that is a constituent party to the merger, in accordance with the procedures set forth in the agreement or plan of merger, or, if no such procedures are set forth in the agreement or plan of merger by:

(A) Any domestic LLC that is a constituent party to the merger, in a manner determined by the members with respect to a member-managed LLC, by the managers with respect to a manager-managed LLC, or by the directors with respect to a director-managed LLC; and
(B) Another entity that is a constituent party to the merger in accordance with applicable law with respect to the other entity.
(2) If the merger is abandoned after the certificate of merger has been filed with the secretary of state, but before the merger has become effective, a statement, executed by each constituent party to the merger, stating that the merger has been abandoned in accordance with the agreement or plan of merger or this section, shall be filed with the secretary of state prior to the effectiveness of the merger.
(l)Nonexclusivity. This section is nonexclusive. A domestic LLC may be merged in any other manner provided by law.
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