Tenn. Code Ann. § 48-101-801 Short title.
48-101-801. Short title.
This part shall be known and may be cited as the “Tennessee Revised Nonprofit Limited Liability Company Act.”
Acts 2006, ch. 620, § 2.
Tennessee Revised Nonprofit Limited Liability Company Act
Tenn. Code Ann. tit. 48, ch. 101, pt. 8
in effectTenn. Code Ann. § 48-101-802 Part definitions.
48-101-802. Part definitions.
As used in this part, unless the context otherwise requires:
(1) “LLC” means a limited liability company, whether foreign or domestic, that is formed under, that is subject to, or that has elected to be governed by, as applicable, the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, except where expressly indicated otherwise;
(2) “Nonprofit corporation,” means a nonprofit corporation, whether foreign or domestic, incorporated pursuant to or subject to chapters 51-68 of this title and exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004;
(3) “Nonprofit LLC” means an LLC that has complied with the requirements of this part;
(4) “Parent nonprofit corporation” means a nonprofit corporation that is the sole member of a nonprofit corporation; and
(5) “Subsidiary nonprofit corporation” means a nonprofit corporation, the sole member of which is also a nonprofit corporation.
Acts 2006, ch. 620, § 3.
Tenn. Code Ann. § 48-101-803 Application of the Tennessee Revised Limited Liability Company Act.
48-101-803. Application of the Tennessee Revised Limited Liability Company Act.
The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, shall apply to nonprofit LLCs, both domestic and foreign, to the extent not inconsistent with this part.
Acts 2006, ch. 620, § 4.
Tenn. Code Ann. § 48-101-804 Organization as a nonprofit LLC.
48-101-804. Organization as a nonprofit LLC.
A nonprofit corporation may form a domestic nonprofit LLC that meets the requirements of § 48-101-805, by filing articles of organization with the secretary of state that prominently designate it as a nonprofit LLC and that comply with the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title. A foreign nonprofit LLC may obtain a certificate of authority to transact business in this state under the Tennessee Revised Limited Liability Company Act and thereby become subject to and governed by this part as a nonprofit LLC, only if the foreign nonprofit LLC meets the requirements of § 48-101-805.
Acts 2006, ch. 620, § 5.
Tenn. Code Ann. § 48-101-805 Requirements of domestic and foreign LLCs.
48-101-805. Requirements of domestic and foreign LLCs.
A domestic or foreign nonprofit LLC under this part must:
(1) Be disregarded as an entity for federal income tax purposes; and
(2) Have as its sole member a nonprofit corporation, whether foreign or domestic, that is incorporated under or subject to chapters 51-68 of this title and that is exempt from franchise and excise tax as not-for-profit as defined in § 67-4-2004.
Acts 2006, ch. 620, § 6.
Tenn. Code Ann. § 48-101-806 Standards of conduct — Indemnification — Limitation on actions and immunity — Authority of attorney general and reporter — Application to private foundations.
48-101-806. Standards of conduct — Indemnification — Limitation on actions and immunity — Authority of attorney general and reporter — Application to private foundations.
(a) The standards of conduct established in §§ 48-58-301 — 48-58-303 and 48-58-403 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC.
(b) The indemnification provisions of title 48, chapter 58, part 5 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC.
(c) The limitation of actions and immunity from actions provided in title 48, chapter 58, part 6 that are applicable to the directors, officers, trustees and members of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors and managers, as applicable, of the domestic nonprofit LLC.
(d) The attorney general and reporter shall have any authority, rights and obligations over nonprofit LLCs that the attorney general and reporter have over nonprofit corporations pursuant to chapters 51-68 of this title.
(e) If the nonprofit corporation that is the sole member of a domestic nonprofit LLC is a private foundation as defined in § 509(a) of the Internal Revenue Code of 1986 (26 U.S.C. § 509(a)), or any successor provision thereof, the requirements of § 48-51-501 shall likewise apply to the domestic nonprofit LLC.
Acts 2006, ch. 620, § 7; 2014, ch. 899, § 94.
Tenn. Code Ann. § 48-101-807 Limitation on tax liability — Annual filings.
48-101-807. Limitation on tax liability — Annual filings.
Consistent with § 67-4-2007(d) for excise tax purposes and § 67-4-2106(c) for franchise tax purposes, a nonprofit LLC shall be disregarded as an entity separate from the nonprofit corporation that is the sole member of the nonprofit LLC for purposes of all state and local taxes. The nonprofit LLC shall file annual reports and other filings with the office of the secretary of state as required of all LLCs.
Acts 2006, ch. 620, § 8.
Tenn. Code Ann. § 48-101-808 Conversion of subsidiary nonprofit corporations.
48-101-808. Conversion of subsidiary nonprofit corporations.
(a) A subsidiary nonprofit corporation incorporated in this state may be converted to a domestic nonprofit LLC pursuant to this section.
(b) The terms and conditions of a conversion of a subsidiary nonprofit corporation to a domestic nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation.
(c) After the conversion is approved under subsection (b), the converting subsidiary nonprofit corporation shall file with the secretary of state a certificate of conversion that satisfies the requirements of § 48-249-703 and articles of organization that satisfy the requirements of § 48-101-804. The certificate of conversion shall prominently designate the LLC as a nonprofit LLC and shall also include:
(1) A statement that the converting subsidiary nonprofit corporation is being converted to a nonprofit LLC;
(2) The name of the converting subsidiary nonprofit corporation and the address of its principal office; and
(3) A statement that the terms and conditions of the conversion have been approved by the board of directors of the converting subsidiary nonprofit corporation and the parent nonprofit corporation.
(d) The conversion is effective when the certificate of conversion is filed with the secretary of state or at any future effective date or time specified in the certificate of conversion. The filing of a certificate of conversion with the secretary of state, in compliance with this section, shall constitute and, for purposes of chapter 64 of this title, be deemed to be articles of termination of corporate existence of the subsidiary nonprofit corporation.
(e) When any conversion of a subsidiary nonprofit corporation to a domestic nonprofit LLC has become effective under this section, for all purposes of the laws of this state:
(1) The domestic nonprofit LLC shall be deemed to be the same entity as the converting subsidiary nonprofit corporation;
(2) All of the rights, privileges and powers of the converting subsidiary nonprofit corporation, and all property, real, personal and mixed, of and all debts due to the converting subsidiary nonprofit corporation, as well as all other things and causes of action belonging to the converting subsidiary nonprofit corporation, shall be and remain vested in the domestic nonprofit LLC and shall be the property of the domestic nonprofit LLC;
(3) Title to any real property vested by deed or otherwise in the converting nonprofit subsidiary corporation shall not revert or be in any way impaired by reason of this section;
(4) All rights of creditors and all liens upon any property of the converting subsidiary nonprofit corporation shall be preserved unimpaired;
(5) All debts, liabilities, and obligations of the converting subsidiary nonprofit corporation shall remain attached to the domestic nonprofit LLC, and may be enforced against it to the same extent as if the debts, liabilities, and obligations had originally been incurred or contracted by it in its capacity as a domestic nonprofit LLC;
(6) Any action or proceeding pending against the converting subsidiary nonprofit corporation may be continued against the domestic nonprofit LLC as if the conversion had not occurred; and
(7) The rights, privileges, powers and interests in property of the converting subsidiary nonprofit corporation, as well as the debts, liabilities, and obligations of the converting subsidiary nonprofit corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic nonprofit LLC for any purpose of the laws of this state.
(f) The converting subsidiary nonprofit corporation shall not be required to wind up its affairs or to pay its liabilities and distribute its assets, and the conversion of the converting subsidiary nonprofit corporation to the domestic nonprofit LLC shall not be deemed to constitute a dissolution of the converting subsidiary nonprofit corporation.
(g) The ownership interests or membership of the parent nonprofit corporation in the converting subsidiary nonprofit corporation shall become membership interests in the domestic nonprofit LLC.
Acts 2006, ch. 620, § 9.
Tenn. Code Ann. § 48-101-809 Applicability of part — Election to be governed by part.
48-101-809. Applicability of part — Election to be governed by part.
(a)(1) This part applies to:
(A) Every domestic nonprofit LLC formed on or after July 1, 2006; and
(B) Any domestic nonprofit LLC that was formed prior to July 1, 2006, and that has elected to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002.
(2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then to the extent those provisions are inconsistent with or different from this part, those provisions shall prevail.
(3) A domestic nonprofit LLC that was formed between December 31, 2005, and July 1, 2006, may elect to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, pursuant to § 48-249-1002, to the same extent as a domestic nonprofit LLC that was formed prior to January 1, 2006.
(b) Any domestic nonprofit LLC that was formed prior to July 1, 2006, under the Nonprofit Limited Liability Company Act of 2001, compiled in chapter 101, part 7 of this title, and that does not voluntarily elect to be governed by the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, as provided in subsection (a), shall continue to be governed by the Nonprofit Limited Liability Company Act of 2001.
(c) This part applies to every foreign nonprofit LLC that first files an application for a certificate of authority under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, on or after July 1, 2006. With respect to each foreign nonprofit LLC that first filed an application for a certificate of authority prior to July 1, 2006, the Nonprofit Limited Liability Company Act of 2001 shall apply to the foreign nonprofit LLC, until the due date of the first annual report required to be filed by the foreign nonprofit LLC on or after July 1, 2006, after which due date this part shall apply to the foreign nonprofit LLC, except that the foreign nonprofit LLC shall not be required to obtain a new certificate of authority.
(d) This part does not affect an action or proceeding commenced or right accrued under the Nonprofit Limited Liability Company Act of 2001.
Acts 2006, ch. 620, § 10.
Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026