(a) A subsidiary nonprofit corporation incorporated in this state may be converted to a nonprofit LLC pursuant to this section.
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Terms Used In Tennessee Code 48-101-707

  • Articles of conversion: means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership. See Tennessee Code 48-202-101
  • articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • 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
  • LLC: means a limited liability company, foreign or domestic, organized under or subject to the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title. See Tennessee Code 48-101-702
  • nonprofit LLC: means a limited liability company:
    (A) That is disregarded as an entity for federal income tax purposes. See Tennessee Code 48-101-702
  • Parent nonprofit corporation: means a nonprofit corporation that is the sole member of a nonprofit corporation. See Tennessee Code 48-101-702
  • 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 person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • 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
  • Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
  • Subsidiary nonprofit corporation: means a nonprofit corporation whose sole member is a nonprofit corporation. See Tennessee Code 48-101-702
(b) The terms and conditions of a conversion of a subsidiary nonprofit corporation to a nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.
(c) After the conversion is approved under subsection (b), the subsidiary nonprofit corporation shall file articles of conversion with the office of the secretary of state that satisfy the requirements of § 48-205-101, and designate the LLC as a nonprofit limited liability company. Such articles shall also include:

(1) A statement that the nonprofit corporation was converted to a nonprofit LLC;
(2) The name and principal address of the former nonprofit corporation; and
(3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.
(d) The conversion is effective when the articles of conversion are filed with the secretary of state or at any later date on or before ninety (90) days from filing of the articles of conversion if specified in such articles. The filing of articles of conversion with the secretary of state, in compliance with this section, shall constitute and, for purposes of chapter 64 of this title, be deemed to be a certificate of cancellation of the subsidiary nonprofit corporation.
(e) Articles of conversion shall be amended in the same manner as the articles of organization of a limited liability company.
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