(a) Upon the effective date of the conversion from a subsidiary nonprofit corporation to a nonprofit LLC:

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Terms Used In Tennessee Code 48-101-708

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • LLC: means a limited liability company, foreign or domestic, organized under or subject to the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title. See Tennessee Code 48-101-702
  • 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
  • nonprofit LLC: means a limited liability company:
    (A) That is disregarded as an entity for federal income tax purposes. See Tennessee Code 48-101-702
  • Ownership interests: means membership interests in the case of an LLC, shares in the case of a corporation, partnership interests in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
  • Parent nonprofit corporation: means a nonprofit corporation that is the sole member of a nonprofit corporation. See Tennessee Code 48-101-702
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
  • Subsidiary nonprofit corporation: means a nonprofit corporation whose sole member is a nonprofit corporation. See Tennessee Code 48-101-702
(1) All property owned by the converting nonprofit corporation remains vested in the nonprofit LLC;
(2) All obligations of the converting nonprofit corporation continue as obligations of the nonprofit LLC; and
(3) An action or proceeding pending against the converting nonprofit corporation may be continued as if the conversion had not occurred.
(b) The converting nonprofit corporation shall not be required to wind up its affairs or to pay its liabilities and distribute its assets, and such conversion shall be deemed to constitute a dissolution of such subsidiary nonprofit corporation.
(c) The ownership interests or membership of the parent nonprofit corporation in the subsidiary nonprofit corporation shall become membership interests in the nonprofit LLC.
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