48-244-201 - Transfer of assets and when permitted. - Tennessee Statutes

48-244-201. Transfer of assets and when permitted.

(a)  Member Approval and When not Required.  Unless otherwise provided in the articles or operating agreement, an LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, if board-managed, or by a majority vote, if member-managed, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business and grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property.

(b)  Member Approval and When Required. 

     (1)  Unless otherwise provided in the articles or in an operating agreement, a board-managed LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of governors considers expedient.

     (2)  In the case of a board-managed LLC, the action of the board of governors in subdivision (b)(1) must be approved by the members or, in the case of a member-managed LLC, the members must approve the sale, lease, transfer or other disposition of all or substantially all of the LLC's property and assets not in the usual and regular course of business at a regular or special meeting of the members by majority vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not in the usual and regular course of business.

(c)  Signing of Documents.  Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by any one (1) of its current managers or, if the LLC no longer exists, by any one (1) of its last managers.

(d)  Transferee Liability.  The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by chapters 201-248 of this title or other statutes of this state.

[Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 74, 75.]