48-244-102 - Approval of merger.
48-244-102. Approval of merger.
(a) LLC Organized Under the Law of the State of Tennessee. In the case of an LLC organized under the law of this state, unless the articles or operating agreement provide otherwise, the plan must be approved by:
(1) A majority of the board of governors, if the LLC is board-managed; and
(2) Whether or not the LLC is member-managed or board-managed, by the members holding a greater than sixty-six and two-thirds percent (66 2/3%) voting interest of all members entitled to vote and of each class or group entitled to vote. In no event may the articles or operating agreement provide for approval by less than fifty percent (50%) in voting interest in the aggregate.
(b) Other Entities in General. As to entities other than domestic LLCs which are parties to the merger, the plan of merger must be approved by a vote of a majority in voting interest of all owners entitled to vote, except as otherwise specifically provided by the law of this state or of the foreign jurisdiction in which the entity is organized or by the articles, bylaws, partnership agreement or similar equivalent of such entity. In no case may the articles, bylaws, partnership agreement or similar equivalent require less than a fifty percent (50%) in voting interest vote unless the applicable law of the state or foreign jurisdiction specifically provides otherwise.
[Acts 1994, ch. 868, § 1; 1995, ch. 403, § 68.]