Terms Used In Tennessee Code 48-202-102

  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. 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
  • Person: includes individual and entity. See Tennessee Code 48-202-101
  • Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Registered office: means the place in this state designated in the articles as the registered office of the LLC. See Tennessee Code 48-202-101
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
  1. General.  Notice under chapters 201-248 of this title shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the articles or operating agreement.
  2. Methods of Notice.  Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
  3. Effectiveness of Notice to Members by Mail.  Written notice by a domestic LLC to its members, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the member‘s address shown in the LLC’s current record of members.
  4. Notice to LLC.  Written notice to a domestic or foreign LLC (authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the LLC or its secretary at its principal office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the principal office) shown in its most recent annual report or, in the case of a foreign LLC that has not yet delivered an annual report, in its application for a certificate of authority.
  5. General Effectiveness of Notice.  Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following:
    1. When received;
    2. Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
    3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
    4. Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
  6. Oral notice is effective when communicated if communicated in a comprehensible manner.
  7. If chapters 201-248 of this title prescribe notice requirements for particular circumstances, those requirements govern. If the articles or operating agreement prescribe notice requirements, not inconsistent with this section or other provisions of chapters 201-248 of this title, those requirements govern.