48-101-708 - Effect of conversion. - Tennessee Statutes

48-101-708. Effect of conversion.

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

     (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.

[Acts 2001, ch. 418, § 1.]