48-21-110 - Merger with foreign or domestic limited liability company. - Tennessee Statutes

48-21-110. Merger with foreign or domestic limited liability company.

(a)  One (1) or more domestic corporations may merge with one (1) or more foreign or domestic limited liability companies if:

     (1)  In a merger, the merger is permitted by the law of the state or country under whose law each corporation or limited liability company is organized and each corporation or limited liability company complies with that law in effecting the merger;

     (2)  Each domestic corporation complies with the applicable provisions of §§ 48-21-102 48-21-105 and, if it is the surviving entity of the merger, with § 48-21-107 and if a domestic limited liability company is involved, § 48-244-103 or § 48-249-702, as applicable.

(b)  If the surviving entity is a foreign limited liability company, upon the merger taking effect, the surviving foreign limited liability company is deemed to:

     (1)  Appoint the secretary of state or its agent for service of process in a proceeding to enforce the rights of dissenting shareholders of each domestic corporation which is a party to the merger; and

     (2)  Agree that it will promptly pay to the dissenting shareholders of each domestic corporation which is a party to the merger, the amount, if any, to which they are entitled under chapter 23 of this title.

(c)  The effect of such merger shall be the same as in the case of the merger of domestic corporations with respect to the corporations involved in the merger or the merger of limited liability companies with respect to domestic limited liability companies involved in the merger. If the surviving corporation or limited liability company is to be governed by the laws of any state other than this state, the effect of such merger shall be, with respect to domestic corporations involved in the merger, the same as in the case of the merger of domestic corporations with respect to domestic corporations involved in the merger and with respect to domestic limited liability companies involved in the merger, the same as in the case of the merger of limited liability companies except as the laws of such other states provide otherwise.

[Acts 1994, ch. 868, § 7; 2006, ch. 620, § 59.]