(a)Members and holders. A PLLC may have both members and holders of financial rights, and may issue both membership interests to members and financial rights to holders.
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Terms Used In Tennessee Code 48-249-1109

  • domestic: means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-1102
  • Financial rights: means a member's or holder's rights to:
    (A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102
  • foreign: means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state. See Tennessee Code 48-249-1102
  • Governance rights: means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13). See Tennessee Code 48-249-102
  • holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
  • 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
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Law: includes rules promulgated in accordance with §. See Tennessee Code 48-249-1102
  • Licensing authority: means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service. See Tennessee Code 48-249-1102
  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • 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
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • 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. See Tennessee Code 48-249-1102
  • 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)General eligibility. A PLLC may have persons who are not licensed to practice a profession described in the PLLC’s articles in this state as members or holders of financial rights, only if the licensing authority that licenses the professionals who are members or holders of such a PLLC specifically so authorizes. Otherwise, a PLLC may have as members and holders of financial rights only the following:

(1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC’s articles;
(2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC’s articles;
(3) Professional corporations and professional associations, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC’s articles; and/or
(4) PLLCs, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC’s articles.
(c)Licensing authority eligibility rules. If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the licensing authority may, by rule, restrict or condition, or revoke in part, the authority of PLLCs subject to its jurisdiction to have the members or holders of financial rights described in subsection (b). A rule promulgated under this section does not, of itself, make a member or holder of financial rights of a PLLC, at the time the rule becomes effective, a disqualified person.
(d)Void interests. Any membership interest, governance rights or financial rights purported to be held by a person in violation of this section, or a rule promulgated under this section, is void.
(e)Specified health care professionals.

(1) Notwithstanding any other provision of this part, the following health care professionals shall have a right to be members or holders of financial rights of the same PLLC:

(A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9;
(B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists;
(C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists;
(D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and
(E) Advance practice nurses licensed under title 63, chapter 7, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists.
(2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this part shall be construed to alter the lawful scope of practice of a professional who is a member or holder of financial rights of a PLLC under this subsection (e); and provided, further, that nothing in this part shall be construed to allow any professional who is a member or holder of financial rights of a PLLC under this subsection (e) to conduct the professional’s practice in a manner contrary to the standards of ethics applicable to the professional’s profession. Such individual shall accurately state such individual’s professional credentials on any advertisement to the public.
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