Tennessee Code 48-231-208 – After-acquired membership interests

(a) An LLC may elect to withhold payment required by § 48-231-206 from a dissenter unless the dissenter was a member before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to members of the principal terms of the proposed LLC action.

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Terms Used In Tennessee Code 48-231-208

Dissenter: means a member who is entitled to dissent from LLC action under §. See Tennessee Code 48-231-101
Fair value: means the value of the dissenter's membership interest of an LLC immediately before the effective date of the LLC action referred to in §. See Tennessee Code 48-231-101
Interest: means interest from the effective date of the action referred to in §. See Tennessee Code 48-231-101
LLC: means an LLC whose members have obtained rights to dissent under §. See Tennessee Code 48-231-101
Member: includes a former member when dissenters' rights exist because:
(A) The membership of that former member has terminated causing dissolution. See Tennessee Code 48-231-101
Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
Membership interest: means a member's interest in an LLC consisting of a member's financial rights, a member's right to assign financial rights as provided in §. See Tennessee Code 48-202-101

(b) To the extent the LLC elects not to withhold payment under subsection (a), after effectuating the proposed LLC action, it shall estimate the fair value of the membership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter’s demand. The LLC shall send with its offer a statement of its estimate of the fair value of the membership interest, an explanation of how the interest was calculated, and a statement of the dissenter’s right to demand payment under § 48-231-209.

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Tennessee Code 48-231-208 – After-acquired membership interests

Terms Used In Tennessee Code 48-231-208

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