45-8-203 - Part definitions. - Tennessee Statutes

45-8-203. Part definitions.

As used in this part, unless the context otherwise requires:

     (1)  “Affiliate” means, if used with respect to a specified person other than a natural person, a person controlling or controlled by the specified person, or a person controlled by a person who also controls the specified person;

     (2)  “Applicant” means a Tennessee corporation that has submitted an application for a license under this part;

     (3)  “Associate” means, if used with respect to a licensee:

          (A)  A controlling person, director, officer, agent, or advisor of that licensee. As used in this subdivision (3)(A), “controlling person” means a person or any combination of persons acting in concert, owning or controlling, directly or indirectly, a twenty percent (20%) or greater equity interest; or

          (B)  A relative of any person referred to in subdivision (3)(A);

     (4)  “BIDCO” means a business and industrial development corporation licensed under this part;

     (5)  “Business firm” means a person that transacts business on a regular basis, or that proposes to transact business on a regular and continual basis;

     (6)  “Capital” means equity investments evidenced by stock, paid-in capital (amounting to, but not less than, fifty percent (50%) of its stock) and undivided profits;

     (7)  “Commissioner” means the commissioner of financial institutions;

     (8)  “Control” means, if used with respect to a specified person, the power to direct or cause the direction of, directly or indirectly through one (1) or more intermediaries, the management and policies of the specified person, whether through the ownership of voting securities, by contract, other than a commercial contract for goods or nonmanagement services. A natural person shall not be considered to control another person solely on account of being a director, officer, or employee of the other person;

     (9)  “Controlling person” means, if used with respect to a specified person, a person who controls the specified person, directly or indirectly through one (1) or more intermediaries;

     (10)  “Corporate name” means the name of a corporation as set forth in the charter of the corporation;

     (11)  “Insolvent” means a licensee that ceases to pay its debts in the ordinary course of business, that cannot pay its debts as they become due, or whose liabilities exceed its assets;

     (12)  “Interest” is compensation for the use or detention of or forbearance to collect money over a period of time, and does not include compensation for other purposes including, but not limited to, time price differentials, loan charges, brokerage commissions, management fees or commitment fees;

     (13)  “Interests of a licensee” includes the interests of shareholders of the licensee;

     (14)  “License” means a license issued under this part authorizing a Tennessee corporation to transact business as a BIDCO;

     (15)  “Licensee” means a Tennessee corporation that is licensed under this part;

     (16)  “Officer” means:

          (A)  If used with respect to a corporation, a person appointed or designated as an officer of the corporation by or pursuant to applicable law or the charter or bylaws of the corporation, or a person who performs, with respect to the corporation, functions usually performed by an officer of a corporation; and

          (B)  If used with respect to a specified person other than a natural person or a corporation, a person who performs, with respect to the specified person, functions usually performed by an officer of a corporation with respect to the corporation;

     (17)  “Order” includes an approval, authorization, consent, exemption, denial, prohibition, or other official act taken by the commissioner;

     (18)  “Person” includes an individual, proprietorship, joint venture, partnership, trust, business trust, syndicate, association, joint stock company, corporation, cooperative, government, agency of a government, or any other entity or organization. If used with respect to acquiring control of or controlling a specified person, “person” includes a combination of two (2) or more persons acting in concert;

     (19)  “Principal shareholder” means a person that owns, directly or indirectly, of record or beneficially, securities representing ten percent (10%) or more of the outstanding voting securities of a corporation;

     (20)  “Relative” means parent, legal guardian, child, sibling, spouse, father-in-law, mother-in-law, son-in-law, brother-in-law, daughter-in-law, sister-in-law, grandparent, grandchild, nephew, niece, uncle or aunt;

     (21)  “State” means the state of Tennessee;

     (22)  “Subject person” means a controlling person, subsidiary, or affiliate of a licensee, a director, officer, or employee of a licensee or of a controlling person, subsidiary, or affiliate of a licensee, or any other person who participates in the conduct of the business of a licensee;

     (23)  “Subsidiary” means, if used with respect to a licensee, a company or business firm that the licensee holds control of as permitted by § 45-8-212(a)(2), (3), (4) or (5);

     (24)  “Tennessee corporation” means a corporation, whether for profit or nonprofit, incorporated under Tennessee law;

     (25)  “Uniform Administrative Procedures Act” refers to title 4, chapter 5; and

     (26)  “Well capitalized” means, in the case of a licensee under this part, a licensee that has stockholders' equity at least equal to the greater of ten million dollars ($10,000,000) or fifteen percent (15%) of total assets, that is not subject to any administrative enforcement action or order and the condition of which was considered as satisfactory in its last examination in the opinion of the commissioner.

[Acts 1989, ch. 124, § 3; 1997, ch. 131, § 1.]