48-21-111 - Conversion of a corporation to a limited liability company. - Tennessee Statutes

48-21-111. Conversion of a corporation to a limited liability company.

(a)  As used in this section, “limited liability company” means any limited liability company formed pursuant to the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title.

(b)  A corporation may be converted to a limited liability company if the board of directors adopts and its shareholders approve a plan of conversion.

(c)  A plan of conversion must set forth:

     (1)  The name of the limited liability company into which the corporation will be converted;

     (2)  The manner and basis of converting the shares of such corporation into membership interests of the limited liability company or a statement that such information is contained in the operating agreement proposed for such limited liability company;

     (3)  The effective date and time of such conversion, if later than the date and time the articles of conversion are filed;

     (4)  The contents of the articles of organization that shall be the articles of organization of the limited liability company unless and until modified in accordance with the provisions of § 48-249-204; and

     (5)  A statement that notification of the approval of the conversion will be deemed to be execution of the operating agreement by the persons who will be the members of the limited liability company.

(d)  For a plan of conversion to become a limited liability company to be approved:

     (1)  The board of directors must recommend the plan of conversion to the shareholders in the same manner as provided in § 48-21-104(a)-(e); and

     (2)  All of the shareholders must approve the plan of conversion.

(e)  After a plan of conversion is approved by the shareholders, the corporation shall file a certificate of conversion and articles of organization with the office of the secretary of state, which satisfy the requirements of § 48-249-703, and the certificate of conversion shall also include:

     (1)  A statement that the corporation was converted to a limited liability company from a corporation;

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

     (3)  The plan of conversion;

     (4)  A statement that the terms and conditions of the conversion have been approved by the unanimous vote of the shareholders; and

     (5)  The number of members of the limited liability company at the date of conversion.

[Acts 2000, ch. 623, § 1; 2006, ch. 620, §§ 60–62.]