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TENNESSEE LEGAL INFORMATION
LLC Links -- Forms and Statutes
- Tennessee Secretary of State's office, home page for business formation
- Tennessee Name availability search
- Tennessee Articles of Organization for an LLC
- Filing Fee: $50 per LLC member (minimum of $300, maximum of $3000).
- Name: An LLC name 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, that, in the case of a foreign LLC, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign LLC was formed or organized.
- Board-managed LLC. The Tennesee LLC Act has a twist not found in the LLC Acts of the other states (except for Minnesota and North Dakota). LLCs in all other states are either member-managed or manager-managed. Tennesee also breaks its LLC into two categories but they are (a) member-managed and (b) board-managed. For more information, see "New Management Structures" section of this article.
- Tennessee Statutes relative to Limited Liability Companies
Selected Tennessee Statutes
- 48-206-101. Operating agreement.
(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 the articles under chapters 201-248 of this title, an operating agreement may contain any rules, regulations, or provisions regarding the management of the business of the LLC, the regulation of the affairs of the LLC, the governance of the LLC, the conduct of its business, and the rights and privileges of members (financial rights, governance rights and membership rights of members), to the extent that such provisions are not inconsistent with the laws of this state or the articles. The operating agreement shall contain a statement of all membership interests in the LLC, which shall include, but not be limited to, the following:
- The identity of all of the members and their membership interests and the identity of all persons or entities bound by a contribution agreement or the owner of a contribution allowance agreement and the membership interest that will be acquired upon the satisfaction of the terms of such agreement;
- The amount of cash and a description and statement of the agreed value of any other property or services contributed for each membership interest;
- The amount and value of any contributions which any member or potential member has agreed pursuant to a contribution agreement to contribute and the time or times at which or events on the happening of which any additional contributions agreed to be made by any member are to be made;
- The amount and value of any contributions which any member or potential member has the right pursuant to a contribution allowance agreement to contribute and the time or times at which or events on the happening of which such contribution must be made or the right lapses;
- Any right of a member to receive, or of the LLC to make, distributions to a member;
- The time or times at which or events on the happening of which the LLC shall be dissolved, to the extent that any such matters are not set forth in the articles and are not identical to the statutory events of § 48-245-101;
- Any other provisions that are required by the terms of chapters 201-248 of this title to be included in an operating agreement and any provisions which the members wish to state in the operating agreement.
(b) Writing Constituting Operating Agreement. The operating agreement may consist of one (1) or more written agreements or counterparts that are, by express statements, intended to constitute and be a part of the operating agreement.
(c) Binding Effect. Unless otherwise provided in the articles or in an operating agreement adopted or agreed to by all members and holders of binding contribution agreements, an operating agreement that has been adopted or agreed to by the required vote of the members and person or entity bound by a contribution agreement shall be binding on the LLC and its members, and any person or entity becoming a member or entering into a contribution agreement or a contribution allowance agreement and such person shall be deemed to have adopted and agreed to it.
- 48-238-101. Management — Authorized signature.
(a) Management.
- If the LLC is member-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of its members.
- If the LLC is board-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of the board of governors, subject to the provisions of subsection (b) and any limitations set forth in the articles or operating agreement. An LLC shall be either member-managed or board-managed, as designated in its articles. Unless otherwise provided in the articles or operating agreement, each governor shall have equal voting power per capita with each other governor.
(b) Authorized Signature. For convenience, one (1) or more managers, members or governors may be designated in the articles as persons authorized to execute instruments transferring real property held in the name of the LLC and may set forth any limitations on such authority. This designation, however, in the absence of a clear statement that the named person(s) are the only person(s) authorized to execute instruments transferring real property, does not imply that other members, managers or governors do not have the authority to execute such instruments under § 48-238-103 or § 48-238-104. A grant of authority contained in the current articles is conclusive in favor of a person who gives value without knowledge to the contrary.
- 48-248-104. Professional LLC, Purposes.
(a) Except to the extent authorized by subsection (b), an LLC may elect professional LLC status under § 48-248-103 solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession.
(b) An LLC may elect professional LLC status under § 48-248-103(b) for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by chapters 201-248 of this title, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.
(c) Notwithstanding the provisions of subsections (a) and (b), if an LLC is formed to provide professional services in states other than Tennessee, such LLC may elect professional LLC status under § 48-248-103 for the purpose of rendering professional service(s) as permitted by the licensing boards of the states in which it will operate. Such PLLC shall, nevertheless, be required to file reports and other information as may be required by the applicable licensing boards of Tennessee to establish or confirm that the PLLC is not providing professional services in Tennessee.
- 48-241-101. Managers required.
An LLC must have individuals exercising the functions of the offices, however designated, of chief manager and secretary.
- 48-241-102. Duties of required managers.
(a) Presumption and Modification. Unless:
- The articles or the operating agreement provide otherwise;
- If the LLC is board-managed, a resolution of the board of governors providing otherwise; or
- If the LLC is member-managed, a written resolution of the members providing otherwise;
the chief manager and secretary have the duties specified in this section.
(b) Chief Manager. The chief manager shall:
- See that all orders and resolutions of the board of governors or members are carried into effect;
- Sign and deliver in the name of the LLC any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the LLC, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated:
- By the articles or operating agreement;
- The board of governors if the LLC is board-managed; or
- Members if the LLC is member-managed to some other manager or agent of the LLC;
- Perform other duties prescribed by the board of governors or the members; and
- In the event the LLC has a vacancy in the office of secretary, any notices, documents or other matters that otherwise are required to go to the secretary may be delivered to the chief manager.
(c) Secretary. The secretary shall:
- Keep accurate membership records for the LLC;
- Maintain records of and, whenever necessary, certify all proceedings of the board of governors, members or committees of the LLC;
- Receive notices required to be sent to the secretary and to keep a record of such notices in the records of the LLC; and
- Perform other duties prescribed by the board of governors, the members or by the chief manager.
Library of Informational Legal Articles
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The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online legal forms system and the user is not to rely upon any information found anywhere on our site. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state.
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