Title 48, Securities, Corporations And Associations

(a) Eligibility for filing. The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Permitted or required. This chapter r…

(a) Annual report. The secretary of state may prescribe a form and filing method for the annual report. If the secretary of state prescribes a form or filing method for the annual report, then the use of the prescribed form or filing method for the annual report is mandatory. (b)…

(a) Filing fees. When the documents described in this chapter are filed with the secretary of state, the secretary of state shall collect the respective fees for such documents, as are specified in this subsection (a). For purposes of this chapter, no document is considered to be…

(a) When permitted. A domestic or foreign LLC, or other person required or permitted by this chapter to file a document, may correct a document filed with the secretary of state, if the document:(1) Contains an incorrect statement; or(2) Was defectively executed, attested, sealed…

(a) Requirements to complete filing. If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-249-1005, and of all other applicable sections or rules that add to these requirements, then the secretary of …

This chapter shall be known and may be cited as the “Tennessee Revised Limited Liability Company Act.”

(a) Appeal. If the secretary of state refuses to complete the filing of a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC or other person that delivered the document for filing may appeal the refusal to the chancery court of Davi…

A certificate attached or certification affixed to a copy of a document filed with the secretary of state, bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secr…

(a) Fine. A person commits a Class B misdemeanor, punishable by a fine, not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or…

(a) General. Except as provided in subsection (b) and §§ 48-101-808, 48-249-201, 48-249-702, 48-249-703, 48-249-704, and 48-249-1008(c), a document accepted for filing is effective:(1) At the time of filing on the date it is filed with the secretary of state, as evidenced by the …

In the event an LLC is prohibited from transacting business in this state by its articles but actually transacts business in this state, and, but for § 48-249-1007(d), the LLC would have paid a larger initial or annual filing fee under § 48-249-1007(d), the LLC shall be fined an …

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter, including, but not limited to, the power to promulgate necessary and appropriate rules and regulations consistent with this chapter and the power to…

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under this chapter is the equivalent of the act of the secretary of state; provided, that the deputy signs the name of the secretary of state by such deputy as deputy.

(a) Required contents. Each domestic LLC and each foreign LLC authorized to transact business in this state shall file with the secretary of state an annual report that sets forth the following:(1) The name of the domestic or foreign LLC and the jurisdiction under the laws of whi…

No strict construction. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state. (b) A certificate of existence or authorization sets forth:(1) The domest…

(1) As used in this chapter, unless the context otherwise requires:(1) “Annual report” means the form required by § 48-249-1017;(2) “Articles” or “articles of organization” means, in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC …

(a) General; Methods of notice. Notice under this chapter or under the LLC documents, to an LLC or to a foreign LLC authorized to transact business in this state, or by an LLC to its managers, directors, officers, employees, agents, members and holders of financial rights, as app…

(a) Any lawful purpose. Every LLC has the purpose of engaging in any lawful business, unless a more limited purpose is set forth in its LLC documents. (b) Regulation by another statute. An LLC engaging in a business that is subject to regulation under another statute of this stat…

(a) Limit on power to challenge. Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act. (b) Challenge of power. An LLC's power to act may be challenged in a proceeding by:(1) A membe…

(a) Name requirements. An LLC name and, to the extent required by this section and § 48-249-903, a foreign LLC name:(1) Shall contain the words “limited liability company,” the abbreviation “L.L.C.” or “LLC,” or words or abbreviations of like import in another language; provided,…

(a) Reserving a name. A person may reserve the exclusive right to use a name for a domestic or foreign LLC, including an assumed name, by filing an application with the secretary of state. The application shall set forth the name and address of the applicant and the name proposed…

(a) Name registration. A foreign LLC may register its name, an assumed name under which it transacts business, or its name with any addition under § 48-249-106(a), if the name is distinguishable upon the records of the secretary of state, as required by § 48-249-106(b). (b) Proce…

(a) Registered office and agent. Each domestic and foreign LLC shall continuously maintain in this state:(1) A registered office, which may be the same as any of its places of business; and(2) A registered agent who maintains an office at the same street address as the registered…

(a) Change in registered office or agent by LLC. A domestic or foreign LLC may change its registered office or registered agent by filing a statement of change with the secretary of state that sets forth:(1) The name of the domestic or foreign LLC;(2) If the current registered of…

Parts 1-10 of this chapter apply to domestic and foreign PLLCs to the extent not inconsistent with this part.

(1) As used in this part, unless the context otherwise requires:(1) “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this part to be a member of a PLLC or holder of financial rights of a PLLC;(2) “Foreign professional LLC,” “f…

(a) Formation. One (1) or more persons may, acting as organizers, form a PLLC, by filing articles of organization with the secretary of state, that comply with the applicable provisions of this chapter, including § 48-249-1108, and that also state that:(1) It is a PLLC;(2) Its pu…

(a) Single profession. Except to the extent authorized by subsection (b) and § 48-249-1109, a PLLC may be formed, and professional LLC status of an LLC may be elected, solely for the purpose of rendering professional services, including services ancillary to them, and solely with…

(a) General powers. Except as provided in subsection (b), or otherwise limited by this part, a PLLC has the powers enumerated in § 48-249-104. (b) Other professional entities. A PLLC may be a promoter, general partner, member, holder of financial rights, associate or manager of a…

(a) Licensed individuals. A domestic or foreign PLLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services. (b) Nonapplicability. Subsection (a) does not:(1) Require an individual employed by …

(a) Limitation by articles. A PLLC may not render any professional service, or engage in any business, other than the professional service and business authorized by its articles. (b) Other investments. Subsection (a) does not prohibit a PLLC from investing its funds in real esta…

(a) Name requirements. The name of a domestic PLLC and of a foreign PLLC that is applying for a certificate of authority or is authorized to transact business in this state, in addition to satisfying the requirements of §§ 48-249-106 and 48-249-903, except the requirement that th…

(a) Members and holders. A PLLC may have both members and holders of financial rights, and may issue both membership interests to members and financial rights to holders. (b) General eligibility. A PLLC may have persons who are not licensed to practice a profession described in t…

(a) Resignation of registered agent. A registered agent of a domestic or foreign LLC may resign the appointment, by filing a statement of resignation with the secretary of state, signed by the registered agent, that includes a certification that the agent has mailed written notic…

(a) Qualified persons only. Subject to §§ 48-249-507 and 48-249-508, a member or holder of financial rights of a PLLC may transfer such member's or holder's membership interest, governance rights or financial rights, as applicable, in the PLLC, only to qualified persons; provided…

(a) Purchase obligation. A PLLC shall purchase, or cause to be purchased by a qualified person, the membership interest of any member and the financial rights of any holder of financial rights, at a price that represents the fair value of the membership interest or financial righ…

(a) Purchase notice. If a membership interest or financial rights is required to be purchased under § 48-249-1111, the PLLC shall deliver a written notice to the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-111…

(a) Right to commence proceeding. If the person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) does not accept the PLLC's offer under § 48-249-1112(b), within the thirty-day period specified in § 48-249-1112(b), s…

(a) Determination and assessment. In a fair value proceeding commenced under § 48-249-1113, the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and the court shall assess the costs against…

If the membership interest or financial rights of a member or holder of financial rights is not or are not purchased under § 48-249-1112 or 48-249-1113 within ten (10) months after the death of the member or holder, or within five (5) months after the occurrence of any other even…

If any member or holder of financial rights of a PLLC becomes disqualified to render those professional services for which the PLLC was formed, or has elected professional LLC status within this state, such member or holder shall be deemed to have resigned and withdrawn from the …

If persons other than qualified persons are permitted by the licensing authority to serve as directors, managers or officers of a PLLC, not less than one half (½) of the directors, if any, all managers, if any, and all officers, if any, except the secretary, assistant secretary a…

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign PLLC and to …

(a) Individual professional liability. Each individual who renders professional services as a member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissi…

(a) Agent for service of process. A domestic or foreign LLC's registered agent is the agent for the domestic or foreign LLC for service of process, notice or demand, required or permitted by law to be served on the domestic or foreign LLC. (b) Secretary of state is default agent.…