Chapter 201 General Provisions
Chapter 202 Definitions and Notice
Chapter 203 Formation
Chapter 204 Conversion of Partnership to an LLC
Chapter 205 Articles of Organization
Chapter 206 Operating Agreement
Chapter 207 Name
Chapter 208 Registered Agent
Chapter 209 Amendment of Articles
Chapter 210 [Reserved]
Chapter 211 Classification for Tax Purposes
Chapter 212 General Powers of LLC
Chapter 213 Ultra Vires Actions
Chapter 214 Transaction of Business Outside Tennessee
Chapter 215 Members and Membership Interests
Chapter 216 Termination of Membership Interest
Chapter 217 Absence of Personal Liability
Chapter 218 Assignment
Chapter 219 Powers of Estate of Deceased or Incompetent Member
Chapter 220 Sharing of Profits and Losses
Chapter 221 Preemptive Rights
Chapter 222 Membership Meetings
Chapter 223 Member Actions Without a Meeting
Chapter 224 Voting
Chapter 225 Proxies
Chapter 226 Member Voting Agreements
Chapter 227 [Reserved]
Chapter 228 Records and Reports
Chapter 229 [Reserved]
Chapter 230 Derivative Actions and Equitable Remedies
Chapter 231 Dissenters’ Rights
Chapter 232 Contributions and Admission of Members
Chapter 233 Contribution Agreements
Chapter 234 Contribution Allowance Agreements
Chapter 235 Financial Provisions
Chapter 236 Distributions
Chapter 237 Liability upon Wrongful Distribution
Chapter 238 Governance
Chapter 239 Governor Management
Chapter 240 Member Management
Chapter 241 Managers
Chapter 242 Loans and Obligations
Chapter 243 Indemnification
Chapter 244 Merger and Transfer of Assets
Chapter 245 Dissolution Generally
Chapter 246 Foreign Limited Liability Companies
Chapter 247 Filing Documents and Secretary of State
Chapter 248 Professional Limited Liability Companies
Chapter 249 Tennessee Revised Limited Liability Company Act

Terms Used In Tennessee Code > Title 48 > Limited Liability Companies

  • Annual report: means the form required by §. See Tennessee Code 48-249-102
  • Articles of conversion: means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership. See
  • articles of organization: means , in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. See Tennessee Code 48-249-102
  • 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
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • 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
  • Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See
  • Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
  • 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
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • 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
  • Code: means the Internal Revenue Code of 1986, including all successor provisions to the sections referenced in this chapter. See Tennessee Code 48-249-102
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Contribution agreement: means a binding agreement between a person and an LLC under which:

    (A) The person has an obligation to make a contribution to the LLC in the future. See

  • Contribution allowance agreement: means an agreement between a person and an LLC, under which:

    (A) The person has the right, but not the obligation, to make a contribution to the LLC in the future. See

  • Court: includes every court and judge having jurisdiction in the case. See
  • Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Tennessee Code 48-51-201
  • Deliver: includes mail. See Tennessee Code 48-11-201
  • Director: means an individual who is vested with authority as a director under §. See Tennessee Code 48-249-102
  • Director-managed LLC: means an LLC that is so designated in its articles. See Tennessee Code 48-249-102
  • Directors: means natural persons, designated in the charter or bylaws or elected by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Disqualified person: means an individual or entity that for any reason is or becomes ineligible under this chapter to be a member of a PLLC. See Tennessee Code 48-248-102
  • Disqualified person: means an individual or entity that for any reason is or becomes ineligible under this part to be a member of a PLLC or holder of financial rights of a PLLC. See Tennessee Code 48-249-1102
  • Dissenter: means a member who is entitled to dissent from LLC action under §. See Tennessee Code 48-231-101
  • Dissolution: means that the LLC has incurred an event under §. See
  • Dissolution avoidance consent: means the consent to continue the existence and business of the LLC without dissolution, which consent is given as provided in §. See
  • Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See
  • Distribution: means a direct or indirect transfer of money or other property by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. See Tennessee Code 48-249-102
  • domestic: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-102
  • 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, compiled in chapters 201-248 of this title, for which professional LLC status has been elected under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title. See Tennessee Code 48-249-1102
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See
  • Domestic entity: means any entity formed under the laws of this state. See Tennessee Code 48-249-701
  • Employee: includes an officer but not a director. See Tennessee Code 48-11-201
  • Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
  • Entity: includes the following, whether foreign or domestic: LLCs. See
  • Executor: includes an assets of the estate, pay debts, and distribute residue to those entitled to it. See Tennessee Code 1-3-105
  • Fair value: means the value of the dissenter's membership interest of an LLC immediately before the effective date of the LLC action referred to in §. See Tennessee Code 48-231-101
  • Family LLC: means an LLC in which, at the relevant time, members of the same family hold, in the aggregate, whether as members or holders of financial rights, at least fifty percent (50%) of the financial rights in the LLC. See Tennessee Code 48-249-102
  • Financial rights: means a member's rights to:

    (A) Share in profits and losses as provided in §. See

  • 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 limited liability company that is formed under the laws of a jurisdiction other than this state. 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
  • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See
  • Foreign entity: means any entity formed under the laws of any state of the United States other than this state, the laws of the United States or the laws of any foreign country or other foreign jurisdiction. See Tennessee Code 48-249-701
  • Foreign LLC: means an entity that is:

    (A) Not incorporated. See

  • Governance rights: means a right to vote on one (1) or more matters and all a member's rights as a member in the LLC other than financial rights and the right to assign financial rights. See
  • 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 (12). See Tennessee Code 48-249-102
  • Governing body: means the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation. See
  • Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. See
  • 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 interest from the effective date of the action referred to in §. See Tennessee Code 48-231-101
  • Law: includes rules promulgated in accordance with §. See Tennessee Code 48-248-102
  • 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 48-248-102
  • 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
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See
  • LLC: means an LLC whose members have obtained rights to dissent under §. See Tennessee Code 48-231-101
  • LLC documents: means either, or both:

    (A) An LLC's articles. See Tennessee Code 48-249-102

  • Majority vote: means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter. See
  • Majority vote: means , with respect to a vote of the members, managers, or directors, as applicable:

    (A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter. See Tennessee Code 48-249-102

  • 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
  • Manager: means a person who is vested with authority as a manager under §. See Tennessee Code 48-249-102
  • Manager-managed LLC: means an LLC that is so designated in its articles. See Tennessee Code 48-249-102
  • 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
  • Member: includes a former member when dissenters' rights exist because:

    (A) The membership of that former member has terminated causing dissolution. See Tennessee Code 48-231-101

  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See
  • Member-managed LLC: means an LLC that is so designated in its articles. See Tennessee Code 48-249-102
  • Membership: means the rights and obligations a member or members have pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • 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
  • Membership interest: means a member's interest in an LLC, which shall consist of the member's financial rights and governance rights. See Tennessee Code 48-249-102
  • Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
  • Officer: means an individual, who is vested with authority as an officer under §. See Tennessee Code 48-249-102
  • Operating agreement: means a written agreement described in §. See
  • Operating agreement: means an agreement described in §. See Tennessee Code 48-249-102
  • Owners: means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities. See
  • 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
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
  • Person: includes individual and entity. See
  • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
  • Personal representative: means , as to an individual, the executor, administrator, guardian, conservator, trustee or other legal representative of the individual, and, as to an entity, the legal representative or successor of the entity. See Tennessee Code 48-249-102
  • Personal representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
  • PLLC: has the meaning set forth in §. See Tennessee Code 48-249-102
  • PLLC: has the meaning given in §. See
  • 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
  • Principal executive office: means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • 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
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
  • 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 and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title or by an LLC under chapters 201-248 of this title. See Tennessee Code 48-248-102
  • 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
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Qualified person: means an individual, general partnership, limited liability partnership, professional corporation, professional association or domestic or foreign PLLC that is eligible to be a member of or holder of financial rights in a PLLC under §. See Tennessee Code 48-249-1102
  • real property: include lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
  • Record: means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form. See Tennessee Code 48-249-102
  • 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
  • Record date: means the date established under chapter 16 or 17 on which a corporation determines the identity of its shareholders for purposes of chapters 11-27 of this title. See Tennessee Code 48-11-201
  • Registered agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • Registered office: means the place in this state designated in the articles as the registered office of the LLC. See
  • Registered office: means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • Representative: means a governor, manager, employee or other agent of a foreign LLC. See
  • Representative: means , as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC. See Tennessee Code 48-249-102
  • Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
  • resulting entity: means the entity resulting from a merger. See
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See
  • Secretary of state: means the individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • 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
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. 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
  • 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
  • Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
  • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See
  • Transfer: means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. See Tennessee Code 48-249-102
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
  • Voting group: means all shares of one (1) or more classes or series that under the charter or chapters 11-27 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Tennessee Code 48-11-201
  • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
  • Written action: means a written document signed by those persons required to take the action described. See
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105