Title 48, Securities, Corporations And Associations

(a) A general or limited partnership that has been converted pursuant to § 48-204-101 shall be deemed for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect:(1) All property owned by the converting general or limited partnership re…

A partnership which converts into a domestic LLC under this chapter may, if the membership and other requirements of chapter 248 of this title are met, be a PLLC.

(1) The articles must set forth:(1) A name for the LLC that satisfies the requirements of § 48-207-101;(2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located and the name of its initial registered agent at that o…

(a) Generally. Each board-managed LLC shall have an operating agreement. A member-managed LLC may, but need not, have an operating agreement. If an LLC has an operating agreement, the operating agreement must be in writing. Except for those matters required to be provided for in …

(a) Adoption of Operating Agreement. Except as otherwise provided in the articles, an operating agreement must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after an operating agreement has been adopted by the organizers or the…

(a) Name Requirements. An LLC name:(1) Must contain the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC,” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, th…

(a) Reserving a Name. A person may reserve the exclusive use of an LLC name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If…

(a) Registration of Name. A foreign LLC may register its name, or an assumed name under which it transacts business, or its name with any addition pursuant to § 48-207-101(a), if the name is distinguishable upon the records of the secretary of state as required by § 48-207-101(b)…

(a) Registered Office and Agent. Each foreign and domestic LLC must continuously maintain in this state:(1) A registered office that 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 of…

(a) Change in Registered Office and/or Agent by LLC. A foreign or domestic LLC may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:(1) The name of the LLC;(2) If the current registered offic…

(a) Resignation of Registered Agent. A registered agent of a foreign or domestic LLC may resign such agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mai…

(a) Agent for Service of Process. A foreign or domestic LLC's registered agent is the LLC's agent for service of process, notice, or demand required or permitted by law to be served on the LLC. (b) Secretary of State Is Default Agent. Whenever a domestic or foreign LLC authorized…

(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign LLC as provided in § 48-208-104(b), of any process, notice, or demand shall be made by delivering to the office of the secretary of state the original and one (1) copy of such…

(a) An LLC may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of t…

(1) Unless the articles provide otherwise, the board of governors of a board-managed LLC may adopt one (1) or more amendments to the LLC's articles without member action to:(1) Delete the name and address of the initial registered agent or registered office, if a statement of cha…

(a) The board of governors of a board-managed LLC may propose one (1) or more amendments to the articles for submission to the members. (b) For the amendment to be adopted:(1) The board of governors shall recommend the amendment to the members, unless the board of governors deter…

(1) An LLC amending its articles shall deliver to the secretary of state for filing articles of amendment setting forth:(1) The name of the LLC;(2) The text of each amendment adopted;(3) The date of each amendment's adoption;(4) If an amendment was duly adopted by the board of go…

(a) An LLC's board of governors may restate its articles at any time with or without member action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in §…

(a) An LLC's articles may be amended without action by the board of governors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permit…

An amendment to the articles does not affect a cause of action existing against or in favor of the LLC, a proceeding to which the LLC is a party or the existing rights of persons other than members of the LLC. An amendment changing an LLC's name does not abate a proceeding brough…

For purposes of all state and local Tennessee taxes, a foreign or domestic LLC shall be treated as a partnership or an association taxable as a corporation as such classification is determined for federal income tax purposes. The members of a foreign LLC treated as a partnership …

(1) The LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power to:(1) Sue and be sued, complain and defend in its LLC name;(2) Make and amend an operating agreement not inconsist…

(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) Transaction of Business Outside Tennessee. By enacting chapters 201-248 of this title the general assembly recognizes the LLC as an important and constructive form of business organization. The general assembly understands that:(1) Businesses organized under chapters 201-248 …

(a) The liability of a member, holders of financial interest, governor, employee, or agent of a limited liability company formed and existing under chapters 201-248 of this title shall at all times be governed by chapters 201-248 of this title and the laws of this state. (b) If a…

(a) Generally. A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC itself. (b) Statement of Membership Interest. At the request of any member, the LLC sha…

(a) Member's Power to Terminate Membership. If an LLC formed prior to July 1, 1999, has, pursuant to § 48-245-101(c)(1), eliminated as events of dissolution all of the events enumerated in § 48-245-101(a)(5)(A)-(J), unless otherwise provided by the articles or operating agreement…

(a) Limited Liability Rule. (1) Except as provided in subsections (e) and (f), a member, holder of financial interest, governor, manager, employee or other agent of an LLC does not have any personal obligation and is not otherwise personally liable for the acts, debts, liabilitie…

(a) Assignment of Financial Rights Permitted. Except as provided in subsection (c), a member's financial rights are transferable in whole or in part. (b) Effect of Assignment of Financial Rights. An assignment of a member's financial rights entitles the assignee to receive, to th…

(a) Transfer of Membership Interests Restricted. A member may assign the member's full membership interest only by assigning all of the member's governance rights coupled with an assignment to the same assignee of all the member's financial rights. A member's governance rights ar…

In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 48-218-101(c), for restricting the assignment of financial rights.

Any permissible assignment of financial rights under § 48-218-101 and of governance rights under § 48-218-102 will be effective as to and binding on the LLC only when the assignee's name, address, social security or taxpayer identification number and the nature and extent of the …

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights …

(a) General Rule. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conserva…

Unless otherwise provided in the articles or operating agreement, the profits and losses of an LLC must be allocated equally among the members.

(a) Presumption and Modification. Unless otherwise provided in the articles, members and parties, other than the LLC, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles provide for the possibility of preemptive righ…

(a) Frequency — Member-Managed. Unless the LLC has elected in its articles to be board-managed, meetings of members may but need not be held unless required by the articles or operating agreement. Unless otherwise provided by the articles, operating agreement or by chapters 201-2…

(a) To Whom Given. Except as otherwise provided in this chapter or in the articles, written notice of all meetings of members must be given to every member entitled to vote on the matters to be considered, unless:(1) The meeting is an adjourned meeting and the date, time, and pla…

Unless otherwise provided in the articles or operating agreement, a conference among members (or governors, if any) by any means of communication through which the participants may simultaneously hear each other during the conference constitutes attendance at the meeting in perso…

(a) General. Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 48-223-102 or on recommendation of the board of governors or chief manager as …

(a) Procedure. To take action on written consent:(1) A written waiver of acting at a meeting must be signed by all members, or such smaller number or percentage interest as provided for in the articles or operating agreement (but not less than a majority in voting power); and(2) …

(a) Except with respect to dissolution avoidance consent, the board of governors, for a board-governed LLC, or the chief manager, for a member-managed LLC, may, acting on such board's or person's own initiative, make a proposal to the members to take an action without a meeting. …

Unless otherwise provided in the articles or operating agreement, each member shall have equal voting power per capita with each other member.

Except as otherwise provided in chapters 201-248 of this title, the members holding majority of the voting interest of the membership interests entitled to vote at a meeting are a quorum for the transaction of business, unless a larger proportion is provided in the articles or op…

(a) Majority Required. Except where chapters 201-248 of this title, the articles or the operating agreement requires a larger proportion, the members shall take action by the affirmative vote of the members holding a majority of the voting power present and entitled to vote on th…

(a) The articles or operating agreement may fix a date (“record date”) for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only memb…