(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or(3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the shares or interests of which are owned by the corporation.(b) Unless the charter requires it, approval by the shareholders of a transaction described in subsection (a) is not required.Acts 1986, ch. 887, § 12.01; 2012, ch. 1051, § 40.
Tennessee Legal Code