Terms Used In Tennessee Code > Title 61 > Chapter 3 > Part 11 - Merger and Conversion

• 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.
• Appraisal: A determination of property value.
• Articles of conversion: means articles under §. See Tennessee Code 61-3-1101
• Articles of merger: means articles under §. See Tennessee Code 61-3-1101
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Bequest: Property gifted by will.
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• 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
• 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.
• Decedent: A deceased person.
• Devise: To gift property by will.
• Distributional interest: means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. See Tennessee Code 61-3-1101
• General partner: means a person that:
  (A) Has become a general partner under §. See Tennessee Code 61-3-101
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governance interest: means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
  (A) Receive or demand access to information concerning, or the books and records of, the entity. See Tennessee Code 61-3-1101
• Governor: means :
  (A) A director of a business corporation. 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
• Interest holder liability: means :
  (A) Personal liability for a liability of an entity that is imposed on a person:

  (i) Solely by reason of the status of the person as an interest holder. 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
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Limited partner: means a person that:
  (A) Has become a limited partner under §. See Tennessee Code 61-3-101
• Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
• Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Tennessee Code 61-3-1101
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• 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
• Organic rules: means the public organic record and private organic rules of an 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.
• Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Tennessee Code 61-3-101
• Plan: means a plan of merger, plan of conversion, or plan of domestication. See Tennessee Code 61-3-1101
• Plan of conversion: means a plan under §. See Tennessee Code 61-3-1101
• Plan of merger: means a plan under §. See Tennessee Code 61-3-1101
• Property: means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property. See Tennessee Code 61-3-101
• Protected agreement: means :
  (A) A record evidencing indebtedness and any related agreement in effect on the date the entity becomes subject to this chapter pursuant to §. 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
• Registered foreign entity: means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state. See Tennessee Code 61-3-1101
• 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
• Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
• Surviving entity: means the entity that continues in existence after or is created by a merger. See Tennessee Code 61-3-1101
• Transfer: includes :
  (A) An assignment. See Tennessee Code 61-3-101
• Trustee: A person or institution holding and administering property in trust.
• Type of entity: means a generic form of entity:
  (A) Recognized at common law. See Tennessee Code 61-3-1101