48-101-707 - Conversion of subsidiary nonprofit corporations. - Tennessee Statutes

48-101-707. Conversion of subsidiary nonprofit corporations.

(a)  A subsidiary nonprofit corporation incorporated in this state may be converted to a nonprofit LLC pursuant to this section.

(b)  The terms and conditions of a conversion of a subsidiary nonprofit corporation to a nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.

(c)  After the conversion is approved under subsection (b), the subsidiary nonprofit corporation shall file articles of conversion with the office of the secretary of state that satisfy the requirements of § 48-205-101, and designate the LLC as a nonprofit limited liability company. Such articles shall also include:

     (1)  A statement that the nonprofit corporation was converted to a nonprofit LLC;

     (2)  The name and principal address of the former nonprofit corporation; and

     (3)  A statement that the terms and conditions of the conversion have been approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.

(d)  The conversion is effective when the articles of conversion are filed with the secretary of state or at any later date on or before ninety (90) days from filing of the articles of conversion if specified in such articles. The filing of articles of conversion with the secretary of state, in compliance with this section, shall constitute and, for purposes of chapter 64 of this title, be deemed to be a certificate of cancellation of the subsidiary nonprofit corporation.

(e)  Articles of conversion shall be amended in the same manner as the articles of organization of a limited liability company.

[Acts 2001, ch. 418, § 1.]