Title 48, Securities, Corporations And Associations

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.…

(a) Mergers and conversions permitted. A PLLC may merge with or into, or convert into, any other entity permitted to render the professional services of the PLLC in this state, in the same manner and to the same extent as LLCs under part 7 of this chapter, and any entity permitte…

If a domestic PLLC ceases to render professional services, it shall amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of § 48-249-106. After the amendment or restatement becomes effective, the domesti…

(1) The attorney general and reporter may commence a proceeding to dissolve a PLLC under § 48-249-617, if:(1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC, in accor…

(a) Certificate of authority required. Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) Requirements. A foreign PLLC may not obtain a certificate of authority,…

(1) The application of a foreign PLLC for a certificate of authority in this state shall:(1) Contain the information required in § 48-249-904;(2) State that it is a foreign PLLC;(3) State that its purpose is to render specified professional services; and(4) Include a statement th…

The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state, if a licensing authority with jurisdiction over a professional service described in the foreign PLLC's certificate of authority certifi…

(a) False document. A person commits a Class B misdemeanor, punishable by a fine of not more than five hundred dollars ($500), if such person signs a document such person knows is false in any material respect, with intent that the document be delivered to the licensing authority…

A domestic PLLC may not render professional services in this state until it delivers a certified copy of its articles to each licensing authority with jurisdiction over a professional service described in the articles, and a foreign PLLC may not render professional services in th…

(a) Statement if required by licensing authority. If required by a rule promulgated by the licensing authority having jurisdiction over a professional service described in the articles of a domestic PLLC or certificate of authority of a foreign PLLC, each such domestic PLLC and e…

Each licensing authority is empowered to promulgate rules expressly authorized by this part if the rules are consistent with the public interest or required by the public health or welfare, or by generally recognized standards of professional conduct.

(a) Service on secretary of state. When the secretary of state is an agent for a domestic or foreign LLC, as provided in § 48-249-112(b), service on the secretary of state of any process, notice or demand shall be made by delivering the original and one (1) copy of such process, …

This part does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional cond…

Notwithstanding any other provision of this chapter, the prior laws of this state, with respect to the practice and regulation of professional services rendered by or through a domestic or foreign PLLC and the laws of this state relating to the regulation of professional services…

The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign PLLCs that are subject to this part are governed by the amendment or repeal.

Section 48-249-1002 applies to domestic PLLCs, including domestic PLLCs formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, and LLCs formed under the Tennessee Limited Liability Company Act, for which professional LLC status has b…

(a) Limited liability rule. (1) Except as provided in subsections (d) and (f):(A) The debts, obligations and liabilities of an LLC, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the LLC;(B) A member, holder, director, manager…

(a) Definitions. As used in this section, unless the context otherwise requires:(1) “Expenses” means, without limitation, counsel fees;(2) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee b…

An LLC is a legal entity distinct from its members.

(a) Formation. One (1) or more persons acting as organizers may form an LLC by filing articles for the LLC with the secretary of state that contain the information required by § 48-249-202. Unless a delayed effective date, or an occurrence of a future event, is specified in the a…

(a) Mandatory contents. The articles shall set forth:(1) A name for the LLC that satisfies the requirements of § 48-249-106;(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 regi…

(a) General. Except as otherwise provided in § 48-249-205, all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers …

(a) Amendment procedure. Articles of organization of an LLC may be amended at any time, by filing articles of amendment with the secretary of state. The articles of amendment shall set forth the:(1) Name of the LLC;(2) Date of each amendment's adoption; and(3) Text of each amendm…

(a) Provisions generally waivable. To the extent the LLC documents do not otherwise provide, this chapter governs relations among the members, holders of financial rights, managers, directors, officers and the LLC, as applicable. It is the express intent of the legislature of thi…

(a) Permissible forms. A contribution to an LLC may consist of tangible or intangible property or other benefit to the LLC, including money, a promissory note, services performed, or an obligation or agreement to contribute money or property, or to perform services. (b) Signed wr…

(a) Obligation to perform. A member or other person who has agreed in writing to make a contribution of tangible or intangible property or other benefit to, or to perform services for, an LLC is obligated to make that contribution, even if the member or other person is unable to …

(a) Classification of interests. The LLC documents may provide for classes or groups of directors, managers, members or holders of financial rights, having the relative rights, preferences, limitations, powers and duties provided in the LLC documents, and may make provision for t…

(a) LLC documents control. Any profits and losses of an LLC shall be allocated among the members and holders of financial rights in the manner provided in the LLC documents. (b) LLC documents silent. If the LLC documents do not provide for allocations of profits and losses, profi…

(a) LLC documents control. Any distributions by an LLC shall be allocated and distributed among the members and holders of financial rights in the manner provided in the LLC documents. (b) LLC documents silent. If the LLC documents do not provide for the allocations of distributi…

(a) Restriction on distributions. No distribution may be made by an LLC, if, after giving effect to the distribution:(1) The LLC would not be able to pay its debts as they become due in the ordinary course of business; or(2) The LLC's total assets would be less than the sum of it…

(a) Personal liability for approving. A member, manager or director of an LLC who votes for or consents to a distribution made in violation of § 48-249-306 or the LLC documents is personally liable to the LLC for the amount of the distribution that exceeds the amount that could h…

(a) General. An LLC shall provide members, and their agents and attorneys, access to its records at the LLC's principal executive office or other reasonable location specified in the LLC documents. An LLC shall provide former members, and their agents and attorneys, access to rec…

(a) Establishment of series. The LLC documents may establish, or provide for the establishment of, one (1) or more designated series of members, holders, managers, directors, membership interests or financial rights having separate rights, powers or duties, with respect to specif…

(a) Member-managed LLC. In a member-managed LLC:(1) Each member has equal rights in the management and conduct of the LLC's business; and(2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be decided by a majority vote o…

(a) Member-managed LLC. Subject to subsections (d) and (e), in a member-managed LLC:(1) Each member is an agent of the LLC for the purpose of its business, and an act of a member, including the signing of an instrument in the LLC's name, that is apparently for carrying on in the …

(a) Member-managed LLC. The only fiduciary duties a member owes to a member-managed LLC and the LLC's other members and holders are the duty of loyalty and the duty of care imposed by subsections (b) and (c). A holder of financial rights owes no duties to the LLC, or to the other…

(a) Definition. A conflict of interest transaction is a transaction with the LLC in which a member, manager, director or officer, as applicable, of the LLC has a direct or indirect interest. A conflict of interest transaction is not void and is not voidable by the LLC, and does n…

(a) Voting power. Each member, manager or director, as applicable, of an LLC shall have equal voting power per capita with each other member, manager or director. (b) Procedures. The LLC documents may set forth provisions relating to notice of the time, place or purpose of any me…

(1) An LLC shall keep, at its principal executive office or at another place or places within the United States determined by the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC:(1) A current list of the full name…

Any action alleging breach of fiduciary duties by members, managers, directors or officers, including alleged violations of the standards established in § 48-249-403 or § 48-249-404, must be brought within one (1) year from the date of the breach or violation; provided, that in t…

(a) Admission at formation. In connection with the formation of an LLC, a person is admitted as a member of the LLC upon the later to occur of:(1) The formation of the LLC under § 48-249-201; or(2) The time provided in and upon compliance with the LLC documents, or, if the LLC do…

(a) Nature of membership interest. 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. (b) Statement of interest owned. At the request of any member or h…

(a) Events constituting termination. A member's membership interest in an LLC is terminated upon the occurrence of any of the following events:(1) The LLC receives written notice from the member of the member's express will to withdraw upon the date of the notice, or on a later d…