(a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
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Terms Used In Tennessee Code 61-3-1114

  • Articles of conversion: means articles under §. See Tennessee Code 61-3-1101
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Conversion: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Converted entity: means the converting entity as the converting entity continues in existence after a conversion. 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
  • 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.
  • Jurisdiction of formation: means the jurisdiction whose laws govern the internal affairs of an entity. See Tennessee Code 61-3-101
  • 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
  • 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
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-3-101
  • Type of entity: means a generic form of entity:
    (A) Recognized at common law. See Tennessee Code 61-3-1101
(b) Articles of conversion must contain:

(1) The name, jurisdiction of formation, and type of entity of the converting entity;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with §§ 61-3-1112 – 61-3-1115 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(4) If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(5) If the converted entity is a domestic limited liability partnership, its application for registration, as an attachment.
(c) In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e) If the converted entity is a domestic limited partnership, the conversion becomes effective when articles of conversion are effective. In all other cases, the conversion becomes effective on the later of:

(1) The date and time provided by the organic law of the converted entity; and
(2) When the articles are effective.
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