Tennessee Code 48-248-403 – Disqualification of members
Terms Used In Tennessee Code 48-248-403
- Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
- Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
- Employee: includes an officer but not a director. See Tennessee Code 48-11-201
- Manager: means a person elected, appointed, or otherwise designated as a manager by the governing body, and any other person considered elected as a manager pursuant to §. See Tennessee Code 48-202-101
- Member: means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. See Tennessee Code 48-202-101
- Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
- PLLC: means an LLC, other than a foreign professional LLC, which has elected to become subject to this chapter. See Tennessee Code 48-248-102
- Professional service: means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title or by an LLC under chapters 201-248 of this title. See Tennessee Code 48-248-102
- Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
- State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
If any member of a PLLC becomes disqualified to render those professional services for which it was formed within the state, such member shall be deemed to have resigned and wrongfully withdrawn from the PLLC and shall have no further interests as a member in the PLLC other than the right to receive any distribution to which such member may be entitled under the articles or an operating agreement or § 48-216-101(d). If any member, manager, agent or employee of a PLLC organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render those professional services within this state, that member, manager, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that PLLC. A PLLC’s failure to require compliance with this provision shall constitute a ground for the forfeiture of its articles and its dissolution by the secretary of state or, in the case of a foreign professional PLLC, for the revocation of its certificate of authority in this state.