Title 48, Securities, Corporations And Associations

(1) As used in this chapter:(1) “Decentralized organization” means a decentralized organization, organized under this chapter;(2) “Digital asset” means:(A) An electronic record in which a person has a right or interest; and(B) Does not include an underlying asset or liability unl…

(a) The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, applies to decentralized organizations to the extent not inconsistent with this chapter. (b) This chapter does not repeal or modify a statute or rule that applies to a limited liabilit…

(a) A decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization as described in subsection (c). (b) A limited liability company formed under the Tennessee Revised Limited Liability…

(a) A person may form a decentralized organization by having at least one (1) member sign and deliver one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized organization does …

(a) The articles of organization of a decentralized organization must:(1) Include a statement that the organization is a decentralized organization, pursuant to § 48-250-103;(2) Set forth the matters required by this chapter; and(3) Include a publicly available identifier of a sm…

(1) Articles of organization must be amended when:(1) There is a change in the name of the decentralized organization;(2) There is a false or erroneous statement in the articles of organization; or(3) The decentralized organization's smart contracts have been amended. (1) There i…

If the articles of organization or smart contract do not provide for a matter described in § 48-250-105, then the operation of a decentralized organization may be supplemented by an operating agreement.

(1) Unless otherwise provided in the articles of organization or operating agreement, management of a decentralized organization is vested in:(1) The organization's members, if member-managed; or(2) The smart contract, if smart contract-managed. (1) The organization's members, if…

Unless otherwise provided for in the articles of organization or operating agreement, a member of a decentralized organization does not have a fiduciary duty to the organization or another member; except, that the member is subject to the implied contractual covenant of good fait…

(1) For purposes of §§ 48-250-112 and 48-250-113, and unless otherwise provided for in the articles of organization, smart contract, or operating agreement:(1) Membership interests in a member-managed decentralized organization are calculated by dividing a member's contribution o…

A member does not have a right under this chapter to separately inspect or copy records of a decentralized organization, and the organization does not have an obligation to furnish information concerning the organization's activities, financial condition, or other circumstances t…

(a) A member may only disassociate from a decentralized organization in accordance with the terms set forth in the articles of organization, the smart contracts, or, if applicable, the operating agreement. (b) A member of a decentralized organization is not able to have the organ…

(a) A decentralized organization is dissolved upon the occurrence of the following:(1) The period fixed for the duration of the organization expires;(2) By vote of the majority of the members of a member-managed decentralized organization;(3) At the time or upon the occurrence of…

(a) The articles of organization and the operating agreement of a decentralized organization are effective as statements of authority. (b) If the articles of organization and operating agreement conflict, then the articles of organization control. (c) If the articles of organizat…

The secretary of state shall not issue a certificate of authority for a decentralized organization based outside of the United States or its territories.

(1) As used in this chapter, unless the context otherwise requires:(1) “Person” means a natural person; and(2) “Secretary of state” or “secretary” means the secretary of state or the secretary of state's authorized representative or designee. (1) “Person” means a natural person; …

(a) (a) A person who contends that the person's name or address was included on a document filed with the secretary of state under this title or title 61 without the person's consent may file a complaint with the secretary of state concerning the document.(b) A complaint submitte…

(a) (a) If the secretary of state determines that the complaint does not comply with § 48-251-102, then the secretary of state must dismiss the complaint and notify the person who submitted the complaint. The notification must be sent no later than ten (10) business days after th…

(a) (a) If, after reviewing the complaint and each submitted response, the secretary of state determines that the person filing the complaint under § 48-251-102 has shown, by clear and convincing evidence, that the name or address of the person challenging the filing was included…

If the secretary of state voids a transaction under this chapter, then the secretary of state must not issue a refund to the filer for the cost of the filing.

The complaint and response are public records in the office of the secretary of state.