{"data":{"id":"us-tn/tenn.-code-ann.-48-61-101","jurisdiction":"us-tn","citation":"Tenn. Code Ann. § 48-61-101","heading":"Chapter definitions","body":"As used in this chapter, unless the context otherwise requires: (1) \"Converted entity\" means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation; (2) \"Eligible entity\" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation; (3) \"Eligible interests\" means interests or shares; (4) \"Filing entity\" means an unincorporated entity that is of a type that is created by filing a public organic document; (5) \"Foreign business corporation\" means a corporation for-profit incorporated under an organic law other than the laws of this state; (6) \"Foreign unincorporated entity\" means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state; (7) \"Interest\" means either or both of the following rights under the organic law of an unincorporated entity: (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or (B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs; (8) \"Interest holder\" means a person who holds of record an interest; (9) \"Membership\" means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title; (10) \"Party to a merger or membership exchange\" means any domestic or foreign nonprofit corporation, or eligible entity that will: (A) Merge in a plan of merger; (B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or (C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange; (11) \"Survivor\" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and (12) \"Voting memberships\" means memberships that entitle their holders to vote unconditionally in the election of directors. Amended by 2014 Tenn. Acts, ch. 899,s 65, eff. 1/1/2015. Acts 1987, ch. 242, § 11.01.\nAs used in this chapter, unless the context otherwise requires:\n(1) \"Converted entity\" means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;\n(2) \"Eligible entity\" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation;\n(3) \"Eligible interests\" means interests or shares;\n(4) \"Filing entity\" means an unincorporated entity that is of a type that is created by filing a public organic document;\n(5) \"Foreign business corporation\" means a corporation for-profit incorporated under an organic law other than the laws of this state;\n(6) \"Foreign unincorporated entity\" means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state;\n(7) \"Interest\" means either or both of the following rights under the organic law of an unincorporated entity: (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or (B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;\n(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or\n(B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;\n(8) \"Interest holder\" means a person who holds of record an interest;\nor managing its business and affairs;\n(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or\n(B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;\n(8) \"Interest holder\" means a person who holds of record an interest;\n(9) \"Membership\" means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;\n(10) \"Party to a merger or membership exchange\" means any domestic or foreign nonprofit corporation, or eligible entity that will: (A) Merge in a plan of merger; (B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or (C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;\n(A) Merge in a plan of merger;\n(B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or\n(C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;\n(11) \"Survivor\" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and\n(12) \"Voting memberships\" means memberships that entitle their holders to vote unconditionally in the election of directors.","path":["TN Code","Title 48","Chapter 61"],"source_url":"https://oss-data-us.vaquill.ai/v2026.08/us_tn_statutes.parquet","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:26Z","sha256":"ae9fc79e3258dbf4e9e455c21ddb541ed3a3dba2f92a0a0b730bb5806706d3f5","source_id":"us-tn","stale":false,"prev":"us-tn/tenn.-code-ann.-48-60-302","next":"us-tn/tenn.-code-ann.-48-61-102"},"notice":"GroundRules: Original legal text. Not legal advice."}