Unless the articles provide otherwise, the board of governors of a board-managed LLC may adopt one (1) or more amendments to the LLC’s articles without member action to:

(1) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
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Terms Used In Tennessee Code 48-209-102

  • 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
  • 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
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. 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
  • 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
  • Registered office: means the place in this state designated in the articles as the registered office of the LLC. 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
  • 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) Designate or change the address of the principal office of the LLC;
(3) Change the LLC’s name by substituting the words “limited liability company” or the abbreviation “LLC,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(4) Designate the street address and zip code of the LLC’s current registered office, the county in which the office is located, and the name of its current registered agent at the office;
(5) Delete the initial principal office, if an annual report is on file with the secretary of state; or
(6) Make any other change expressly permitted by chapters 201-248 of this title to be made without member action.
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