(a)Board-Managed LLC. If an LLC has elected to be board-managed, it shall keep at its principal executive office, or at another place or places within the United States determined by the board of governors:

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Terms Used In Tennessee Code 48-228-101

  • board of governors: means the board of governors of an LLC electing to be board-managed or, in the case of a foreign limited liability company, its equivalent. See Tennessee Code 48-202-101
  • 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
  • Financial rights: means a member's rights to:
    (A) Share in profits and losses as provided in §. See Tennessee Code 48-202-101
  • Governor: means a natural person or entity serving on the board of governors of a board-managed 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
  • 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: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • Principal executive office: means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. 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
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. 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
  • 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) A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor;
(2) A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned;
(3) A copy of the articles and all amendments to the articles;
(4) Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests;
(5) Copies of the LLC’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(6) Financial statements required by § 48-228-201 and accounting records of the LLC;
(7) Records of all proceedings of members, if any;
(8) Any written consents obtained from members under chapters 201-248 of this title;
(9) Records of all proceedings of the board of governors for the last three (3) years;
(10) A statement of all contributions accepted under § 48-232-101, the identity of the contribution and the agreed value of the contribution;
(11) A copy of all contribution agreements and contribution allowance agreements; and
(12) A copy of the LLC’s most recent annual report delivered to the secretary of state under § 48-228-203.
(b)Member-Managed LLC. If an LLC has elected to be governed by the members directly, it shall keep at its principal executive office, or at another place or places within the United States determined by its members:

(1) All records required by subsection (a), except for subdivision (a)(6) and other records relating solely to a board of governors, the identity of governors, or actions of a board of governors; and
(2) Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC.
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