The LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power to:

(1) Sue and be sued, complain and defend in its LLC name;
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Terms Used In Tennessee Code 48-212-101

  • Bequest: Property gifted by will.
  • Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
  • 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
  • Devise: To gift property by will.
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • 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
  • Membership interest: means a member's interest in an LLC consisting of a member's financial rights, a member's right to assign financial rights as provided in §. See Tennessee Code 48-202-101
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes individual and entity. See Tennessee Code 48-202-101
  • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
  • Personal property: All property that is not real property.
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • 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
(2) Make and amend an operating agreement not inconsistent with its articles or with the laws of this state, for managing the business and regulating the affairs of the LLC;
(3) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(4) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property;
(5) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares or other interests in, or obligations of, any other entity;
(6) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the LLC), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income;
(7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(8) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(9) Conduct its business, locate offices, and exercise the powers granted by chapters 201-248 of this title within or without this state;
(10) Elect governors, if board-managed, and appoint managers, employees, and agents of the LLC, define their duties, fix their compensation, lend them money and credit, and guarantee debt on their behalf;
(11) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and benefit or incentive plans for any or all of the current or former governors, managers, employees, and agents of the LLC or any of its subsidiaries;
(12) Make donations for the public welfare or for charitable, scientific or educational purposes;
(13) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the LLC;
(14) Procure for its benefit insurance on the life of any of its governors, managers or employees, to insure the life of any member for the purpose of acquiring at the member’s death the membership interest owned by such member and to continue such insurance after the relationship terminates;
(15) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest so long as such conditions or limitations are not contrary to any provisions of chapters 201-248 of this title or the purposes for which the LLC is organized;
(16) Accept contributions under § 48-232-101 and enter into contribution agreements under § 48-233-101 and contribution allowance agreements under § 48-234-101; and
(17) Have and exercise all other powers necessary or convenient to effect any or all of the business purposes for which the LLC is organized.
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