(a) A decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization as described in subsection (c).
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Terms Used In Tennessee Code 48-250-103

  • articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
  • Decentralized organization: means a decentralized organization, organized under this chapter. See Tennessee Code 48-250-101
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Fiduciary: A trustee, executor, or administrator.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • Ownership interests: means membership interests in the case of an LLC, shares in the case of a corporation, partnership interests in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
(b) A limited liability company formed under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, may convert to a decentralized organization by amending its articles of organization to include the statement described in subsection (c).
(c) A statement in substantially the following form must appear conspicuously in the articles of organization of a decentralized organization:

NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS

The rights of members in a decentralized organization may differ materially from the rights of members in other limited liability companies. The Tennessee Decentralized Organization Supplement, underlying smart contracts, articles of organization, and operating agreement, if applicable, of a decentralized organization may define, reduce, or eliminate fiduciary duties and may restrict the withdrawal or resignation from the decentralized organization, or the transfer of ownership interests, return of capital contributions, or dissolution of the decentralized organization.

(d) The registered name for a decentralized organization must include wording or abbreviation to denote its status as a decentralized organization, specifically “DO”, “DAO”, “DO LLC.”, or “DAO LLC.”.
(e) A statement in the articles of organization may define the decentralized organization as either a member-managed decentralized organization or a smart contract-managed decentralized organization. If the type of decentralized organization is not provided for in the articles of organization, then the limited liability company is presumed to be a member-managed decentralized organization.
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