(a) A plan of conversion is not effective unless it has been approved:

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Terms Used In Tennessee Code 61-3-1112

  • Conversion: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Converting entity: means the domestic entity that approves a plan of conversion pursuant to §. See Tennessee Code 61-3-1101
  • Interest: means :
    (A) A share in a business corporation. See Tennessee Code 61-3-1101
  • Interest holder: means :
    (A) A shareholder of a business corporation. See Tennessee Code 61-3-1101
  • 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.
  • Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Tennessee Code 61-3-1101
  • Partner: means a limited partner or general partner. See Tennessee Code 61-3-101
  • 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.
  • Plan: means a plan of merger, plan of conversion, or plan of domestication. See Tennessee Code 61-3-1101
  • Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Tennessee Code 61-3-101
(1) By a domestic converting limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and
(2) In a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:

(A) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and
(B) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(b) A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
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