Tennessee § 48-27-101 - Application to existing domestic corporations.

§ 48-27-101. Application to existing domestic corporations.

Chapters 11-27 of this title apply to all domestic corporations for profit in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of corporations for profit. Chapters 11-27 shall, however, not apply to corporations, the charters of which were granted by special legislative act prior to the adoption of the Constitution of 1870. Such corporations may amend their charters for any purposes consistent with chapters 11-27 of this title and in the manner set out in chapters 11-27 of this title. Such amendments and the particular rights, obligations, duties, and privileges conferred or imposed by the amendments shall be subject to § 48-11-102. Section 48-12-102(a) does not apply to the charter of any corporation existing on January 1, 1988, unless and until a charter amendment is filed. The first charter amendment filed by a corporation following January 1, 1988, shall include any information required by § 48-12-102(a) not otherwise on file in the office of the secretary of state, except that the name and address of each incorporator may be excluded, and the information required by § 48-12-102(a)(3) shall be provided for the current registered agent and registered office. Until such a charter amendment is filed, a corporation's registered agent shall be that agent specified in the office of the secretary of state on January 1, 1988, and such corporation's registered office shall be deemed to be that office specified as the address of its registered agent unless such agent or office is changed thereafter pursuant to chapter 15 or 25 of this title. Acts 1968, ch. 523, § 1 (11.01 — 11.11), as amended, in effect on January 1, 1988, shall govern the rights and obligations of any shareholder who exercises the shareholder's right to dissent thereunder if the corporate action creating the right to dissent shall have been approved, by the shareholders (or by the board of directors, if no shareholder approval is required) before January 1, 1988. Acts 1968, ch. 523, § 1 (3.06 — 3.11), as amended, in effect on January 1, 1988, shall apply to any claims, applications, or proceedings for indemnification, or any corporate action authorizing indemnification, made or begun before January 1, 1988. Acts 1968, ch. 523, § 1 (12.01 — 12.12, 12.14) and Acts 1969, ch. 66, §§ 1 and 2, in effect on January 1, 1988, shall apply to any dissolution as to which a statement of intent to dissolve has been filed or a court proceeding filed before January 1, 1988. Any domestic corporation for-profit in existence on January 1, 1988, that was incorporated under any general statute of this state providing for the incorporation of corporations for-profit may convert to a nonprofit public benefit corporation if such corporation filed a restated charter with the secretary of state on or before January 1, 1996, reciting that the corporation is a nonprofit public benefit corporation. Acts 1986, ch. 887, § 17.01; 1987, ch. 273, §§ 46, 49; 1998, ch. 624, § 1. Cross-References. Transition provisions, nonprofit corporations, title 48, ch. 68. Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 5-706, 5-707.