48-21-112 - Effect of conversion to a limited liability company. - Tennessee Statutes

48-21-112. Effect of conversion to a limited liability company.

(a)  A corporation that has been converted pursuant to § 48-21-111 shall be deemed for all purposes the same entity that existed before the conversion.

(b)  When a conversion takes effect:

     (1)  All property owned by the converting corporation remains vested in the converted entity;

     (2)  All obligations and liabilities of the converting corporation continue as obligations and liabilities of the converted entity; and

     (3)  An action or proceeding pending against the converting corporation may be continued as if the conversion had not occurred.

(c)  The converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such corporation.

(d)  The shares of the shareholders of the converting corporation, unless otherwise agreed to by the unanimous consent of all shareholders, shall be cancelled and become of no effect whatsoever, with respect to the converted entity, and the former holders of such shares shall be entitled only to the rights provided in the plan of conversion or the operating agreement for the conversion of shares into membership interests in the converted entity. The former shareholders' liability for all obligations and liabilities of the limited liability company incurred after the conversion takes effect is that of a member as provided in chapter 249 of this title.

(e)  A conversion shall take effect upon the date the articles of conversion are filed, as provided in § 48-21-111(e), or on such later date as may be specified in the plan of conversion.

(f)  Notwithstanding any other provision of law to the contrary, this section and § 48-21-111 shall have no effect on the application of title 67 and other state and federal tax statutes. Any tax consequences of the conversion of a corporation to a limited liability company as referenced herein shall continue to be controlled by applicable state and federal tax statutes as they may be amended from time to time.

[Acts 2000, ch. 623, § 2; 2006, ch. 620, § 63.]