(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 articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date, or an occurrence of a future event, is specified in the manner permitted by § 48-249-202(a)(7), the LLC is formed and its existence begins at the future date specified in the articles, or on the occurrence of the future event specified in the articles, neither of which may be or may occur more than ninety (90) days from the initial filing of the articles.
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Terms Used In Tennessee Code 48-249-201

  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • 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
(b)Conclusive proof of formation. If the date of formation is the date of filing of the articles, or a later date specified in the articles at the time of filing, filing of the articles with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation as of the date of filing, or the specified later date, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily.
(c)Certificate of formation. If the date of formation of the LLC is to be the date of a future event specified in the articles, the organizers or any member may, within thirty (30) days after the date the future event occurs, file a certificate of formation that states that the LLC was formed and that sets forth the date of formation. The filing of the certificate of formation with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the effective date of the formation, and the conclusive effect of the filing, pursuant to this subsection (c), shall be presumed to have occurred on the ninetieth day following the date of filing of the articles. Such presumption, however, may be rebutted.
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