Tennessee Code 48-249-102 – Chapter definitions
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As used in this chapter, unless the context otherwise requires:
Terms Used In Tennessee Code 48-249-102
- 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 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, 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
- Code: means the Internal Revenue Code of 1986 (26 U. See Tennessee Code 48-249-102
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Director: means an individual who is vested with authority as a director under §. See Tennessee Code 48-249-102
- 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
- Distribution: means a direct or indirect transfer of money or other property by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. See Tennessee Code 48-249-102
- 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
- Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
- Employee: includes an officer but not a director. See Tennessee Code 48-11-201
- 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
- Financial rights: means a member's or holder's rights to:
(A) Share in profits and losses, as provided in §. 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
- Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
- Governance rights: means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13). See Tennessee Code 48-249-102
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
- Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
- 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.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Lineal descendant: Direct descendant of the same ancestors.
- LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
- LLC documents: means either, or both:
(A) An LLC's articles. See Tennessee Code 48-249-102 - Manager: means a person who is vested with authority as a manager under §. 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
- 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
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Officer: means an individual, who is vested with authority as an officer under §. See Tennessee Code 48-249-102
- Operating agreement: means an agreement described in §. See Tennessee Code 48-249-102
- Person: means an individual or an entity. See Tennessee Code 48-249-102
- Principal executive office: means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
- 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
- Registered agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
- Registered office: means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
- Representative: means , as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC. See Tennessee Code 48-249-102
- 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
- Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
- 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
- Transfer: means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. See Tennessee Code 48-249-102
- Trustee: A person or institution holding and administering property in trust.
- United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
- written: means any information in the form of a document. See Tennessee Code 48-11-201