Title 48, Securities, Corporations And Associations

(a) Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of:(1) A majority of the fixed number of governors, if the LLC has a fixed board size;(2) A majority of the number of governors prescribed under § 48-239-101, or …

(a) Method. (1) Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the…

(a) Generally. With respect to a board-managed LLC, a resolution approved by the affirmative vote of a majority of the board of governors may establish committees having the authority of the board in the management of the business of the LLC only to the extent provided in the res…

(a) Standard and Liability. A governor shall discharge the duties of the position as a governor, including duties as a member of a committee, in good faith, in a manner the governor reasonably believes to be in the best interests of the LLC, and with the care an ordinarily pruden…

(a) Definition and Scope. A conflict of interest transaction is a transaction with the LLC in which a governor, manager or non-governor member of a special litigation committee of the LLC has a direct or indirect interest. A conflict of interest transaction is not voidable by the…

If the LLC has elected to be member-managed, any actions that would require the action of the board of governors shall be made by the members. Unless chapters 201-248 of this title, the articles or operating agreement require otherwise, decisions shall be made and actions taken b…

(a) Fiduciary Duty of Members of Member-Managed LLC. Except as provided in the articles or operating agreement, every member of a member-managed LLC must account to the LLC for any benefit, and hold as trustee for it any profits derived by the member without the consent of the ot…

(a) Conflict and Procedure When Conflict Arises. A contract or other transaction between an LLC and one (1) or more of its members, or between a member-managed LLC and an organization in or of which one (1) or more of its members are governors, directors, managers, officers, part…

An LLC must have individuals exercising the functions of the offices, however designated, of chief manager and secretary.

(a) Presumption and Modification. Unless:(1) The articles or the operating agreement provide otherwise;(2) If the LLC is board-managed, a resolution of the board of governors providing otherwise; or(3) If the LLC is member-managed, a written resolution of the members providing ot…

(a) Board of Governors Form. If the LLC is board-managed, the board of governors shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the governors present, the chief manager, sec…

Managers need not be residents of this state or members of the LLC unless the articles or operating agreement so require. The articles or operating agreement may prescribe other qualifications for managers.

Any number of managerial positions or functions of those positions other than those of chief manager and secretary may be held or exercised by the same person. If a document must be signed by persons holding different positions or functions and a person holds or exercises more th…

If the LLC is board-managed, in the absence of an election or appointment of managers by the board of governors, or if the LLC is member-managed in the absence of an election or appointment of managers by the members, then the person or persons exercising the principal functions …

(a) Unless otherwise provided in the articles or operating agreement, if the LLC is board-managed:(1) A manager serves at the pleasure of the board of governors;(2) The board of governors may remove a manager at any time with or without cause; and(3) The board of governors may el…

(a) Board-Managed. With respect to a board-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the board of governors' judgme…

(a) Resignation. Unless otherwise provided in an employment contract or an agreement with the LLC, a manager may resign at any time by giving written notice to the LLC. The resignation is effective without acceptance when the notice is delivered to the LLC, unless a later effecti…

(1) Unless prohibited by the articles, the operating agreement, or by a resolution:(1) Adopted by the affirmative vote of the governors present at a duly held meeting of a board-managed liability company; or(2) Approved by the affirmative vote of a majority of the membership inte…

(a) General. A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Notwiths…

(a) Prerequisites. Unless otherwise provided in chapters 201-248 of this title or the articles or operating agreement, an LLC may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist a person:(1) In the usual and regular course of busine…

Unless otherwise provided in the articles or the operating agreement, an LLC may, without a vote of the governors or its members, advance money to its governors, managers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the ordinary cou…

(a) Definitions. As used in this chapter, unless the context otherwise requires:(1) “Expenses” include counsel fees;(2) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or re…

(a) Merger. With or without a business purpose and pursuant to a plan of merger, a domestic LLC may merge with or into one (1) or more entities formed or organized under the laws of this state or foreign jurisdiction, with the domestic LLC or such other entity, as the plan of mer…

(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…

(1) If a domestic LLC is merging under this section, the domestic LLC or business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger must be executed by a duly authorized person…

(a) Effective Date of Merger. Unless a future effective date or time complying with § 48-247-109(b) is provided in the certificate of merger, in which event the merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the…

(a) Member Approval and When not Required. Unless otherwise provided in the articles or operating agreement, an LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, if board-managed, or by a majority vote, if member-managed, may sell,…

(a) Dissolution Events. Except as stated in subsection (b) or (c), an LLC is dissolved upon the occurrence of any of the following events:(1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of a LLC th…

(a) (1) Distribution of assets in winding up. Upon the winding up of an LLC, the assets shall be distributed as follows:(A) To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (whether by payment o…

Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to members may be transferred by a court in this state.

After an LLC has been terminated, any of its former managers, governors, or members may assert or defend, in the name of the LLC, any claim by or against the LLC.

(a) Manner. An LLC that has not accepted contributions may be dissolved and terminated by the organizers in the manner set forth in this section. (b) Articles of Termination. A majority of the organizers shall sign and file with the secretary of state articles of termination cont…

(a) Manner. An LLC may be dissolved by the members:(1) Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, requiring member action;(2) By any procedures set forth…

(1) The secretary of state may commence a proceeding under § 48-245-302 to administratively dissolve the LLC if:(1) The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;(2) The LLC is without a registered ag…

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-245-301 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination in accordance with §§ 48-208-104 and 48-208-105, e…

(a) An LLC administratively dissolved under § 48-245-302 may apply to the secretary of state for reinstatement following administrative dissolution. The application must:(1) Be accompanied by a confirmation of good standing relative to such LLC;(2) Recite the name of the LLC at i…

(a) If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC in accordance with §§ 48-208-104 and 48-208-105 with a written notice that explains the reason or reasons for denial. (b) T…

(a) When an LLC, which has been administratively dissolved, wishes to terminate its existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth:(1) The name of…

(1) A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:(1) Amending its articles of organization to extend its period of duration or set the period of duration…

(a) Contents. If dissolution of the LLC is approved pursuant to § 48-245-202(a), or it occurs under § 48-245-101(a)(5), the LLC shall file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued pursuant to § 48-245-101(b). T…

(a) Procedures to Be Followed Where Winding Up Accomplished by Merger. If the business of the LLC is wound up and terminated by merging the dissolved LLC into a surviving business entity:(1) The procedures stated in §§ 48-244-101 — 48-244-104 must be followed; and(2) Sections 48-…

(a) General. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is not to be wound up and terminated by merging the dissolved LLC into a successor organization under § 48-245-501(a), then the LLC may give notice of the filing to e…

(a) The articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC. (b) Articles of termination shall set forth:(1) The name of the LLC;(2) The date of filing of its articles of organization;(3) The reason f…

(a) Generally. In the case of dissolution by the members as provided in § 48-245-101(a)(2), an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d). (b) Approval. Revocation…

When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated.

After an event of dissolution has occurred and before a certificate of termination has been issued, the LLC or, for good cause shown, a member or creditor may apply to a court within the county in which the registered office of the LLC is situated to have the dissolution conducte…