§ 48-101-701. Short Title

This part shall be known and may be cited as the “Nonprofit Limited Liability Company Act of 2001.”

§ 48-101-702. Part Definitions

As used in this part, unless the context otherwise requires: “Limited liability company” or “LLC” means a limited liability company, foreign or domestic, organized under or subject to the Tennessee Limited Liability Company Act, compiled in Chapters 201 248 of this title; “Nonprofit corporation,” for the purposes of this part, means a nonprofit corporation, foreign […]

§ 48-101-703. Application

The Tennessee Limited Liability Company Act, compiled in Chapters 201 248 of this title shall apply to nonprofit limited liability companies, both domestic and foreign, to the extent not inconsistent with this part.

§ 48-101-704. Organization as a Nonprofit Llc

A nonprofit corporation may organize a nonprofit LLC by filing articles of organization prominently designating it as a nonprofit limited liability company with the office of the secretary of state consistent with the Tennessee Limited Liability Company Act; provided, that an LLC shall qualify as a nonprofit LLC only if the LLC is disregarded as […]

§ 48-101-705. Standard of Conduct for Llc Members — Indemnification — Limitation on Actions — Application to Private Foundations

The standards of conduct established in §§ 48-58-301, 48-58-302, 48-58-303, and 48-58-403 applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors, managers, employees and agents of the nonprofit LLC. The indemnification provisions of chapter 58, part 5 […]

§ 48-101-706. 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 Tennessee taxes. The nonprofit LLC shall file annual reports and […]

§ 48-101-707. Conversion of Subsidiary Nonprofit Corporations

A subsidiary nonprofit corporation incorporated in this state may be converted to a nonprofit LLC pursuant to this section. The terms and conditions of a conversion of a subsidiary nonprofit corporation to a nonprofit LLC must be approved by the board of directors of the subsidiary nonprofit corporation and the parent nonprofit corporation. After the […]

§ 48-101-708. Effect of Conversion

Upon the effective date of the conversion from a subsidiary nonprofit corporation to a nonprofit LLC: All property owned by the converting nonprofit corporation remains vested in the nonprofit LLC; All obligations of the converting nonprofit corporation continue as obligations of the nonprofit LLC; and An action or proceeding pending against the converting nonprofit corporation […]