reglab/housing_qa huggingface dataset:
TN Code § 48-249-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 2 - Formation, Articles of Organization and Operating Agreement|§ 48-249-201. Formation

  Formation.  One (1) or more persons acting as organizers may form an LLC by filing articles for the LLC with the secretary of state that contain the information required by § 48-249-202. Unless a delayed effective date, or an occurrence of a future event, is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date, or an occurrence of a future event, is specified in the manner permitted by § 48-249-202(a)(7), the LLC is formed and its existence begins at the future date specified in the articles, or on the occurrence of the future event specified in the articles, neither of which may be or may occur more than ninety (90) days from the initial filing of the articles.   Conclusive proof of formation.  If the date of formation is the date of filing of the articles, or a later date specified in the articles at the time of filing, filing of the articles with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation as of the date of filing, or the specified later date, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily.   Certificate of formation.  If the date of formation of the LLC is to be the date of a future event specified in the articles, the organizers or any member may, within thirty (30) days after the date the future event occurs, file a certificate of formation that states that the LLC was formed and that sets forth the date of formation. The filing of the certificate of formation with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the effective date of the formation, and the conclusive effect of the filing, pursuant to this subsection (c), shall be presumed to have occurred on the ninetieth day following the date of filing of the articles. Such presumption, however, may be rebutted.
TN Code § 48-249-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 2 - Formation, Articles of Organization and Operating Agreement|§ 48-249-203. Operating Agreement

  General.  Except as otherwise provided in § 48-249-205, all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers and the LLC, as applicable. Persons other than members, including holders of financial rights, may, but need not, also enter into the operating agreement. The LLC also may be a party to the operating agreement. An operating agreement may be entered into either before, after or at the time of filing of articles of organization, and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the LLC, or at a later time or date provided in the operating agreement. Except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise, an operating agreement need not be in writing. The written provisions of an operating agreement need not be set out in a single integrated document.   Judicial remedy.  A court of equity may enforce an operating agreement by injunction, or by other equitable relief determined by the court, in its discretion, to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when § 48-249-601 is applicable, a court of equity may conduct or continue the dissolution, winding up and termination of the LLC.   Single-member LLC.  An LLC with a single member may adopt, and, if so, shall be bound by, an operating agreement between the member and the LLC.   LLC bound.  An LLC is bound by an operating agreement, even if the LLC is not a signatory to the agreement.   Binding on subsequent members and holders.  The articles or the written provisions of an operating agreement of an LLC adopted under subsection (a) may provide that the written provisions of the LLC's operating agreement shall be binding upon a person who thereafter becomes a member or holder, without executing an existing operating agreement, if the new member or holder otherwise complies with the conditions for becoming a member or holder, as set forth in the LLC documents of such LLC.
TN Code § 48-249-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 2 - Formation, Articles of Organization and Operating Agreement|§ 48-249-204. Amendment or Restatement of Articles of Organization — Amendment of Operating Agreement

  Amendment procedure.  Articles of organization of an LLC may be amended at any time, by filing articles of amendment with the secretary of state. The articles of amendment shall set forth the:  Name of the LLC;   Date of each amendment's adoption; and   Text of each amendment to the articles.     Restatement.  An LLC may restate its articles of organization at any time. Restated articles of organization shall be designated as such in the heading; provided, that, if the restatement also contains one (1) or more amendments to the articles, the restatement shall be designated in the heading as “Amended and Restated Articles of Organization.” An LLC restating its articles shall file the restated articles with the secretary of state, together with a certificate setting forth the name of the LLC and the date of approval by the LLC of the restatement. If the restatement contains any amendments to the articles, such certificate shall also set forth the text of each amendment and the date of its adoption. The restated articles shall contain all the requirements of articles as set out in § 48-249-202. Duly adopted and restated articles supersede the original articles and all prior amendments to the articles. The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by this subsection (b).   Approval.  Any amendment to an LLC's articles shall be approved by all of the members; provided, however, that amendment of any of the matters set forth in the articles under any of § 48-249-202(a)(1), (a)(2), (a)(3) or (a)(5) only need be approved by a majority vote of the members. A restatement of the articles, to the extent not also involving an amendment of the articles, may be approved by action under § 48-249-401(a)(2), (b)(2) or (c)(2), as applicable. Any amendment to an LLC's operating agreement shall be approved by the method provided in its LLC documents. If the LLC documents do not provide for the method by which an operating agreement may be amended, all of the members shall approve any amendment to the operating agreement.
TN Code § 48-249-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 3 - Finance|§ 48-249-301. Contribution and Acceptance

  Permissible forms.  A contribution to an LLC may consist of tangible or intangible property or other benefit to the LLC, including money, a promissory note, services performed, or an obligation or agreement to contribute money or property, or to perform services.   Signed writing required.  A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor, unless it is in writing and signed by the prospective contributor.   Acceptance required.  Neither a purported contribution nor an offer of consideration to make a contribution shall be treated as a contribution to an LLC until:  The contribution is accepted by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC; and   The amount and value of the contribution are recorded in the LLC documents or the records of the LLC.     Required determinations.  The amount, the terms and conditions of payment or performance, and the value and adequacy of the consideration to an LLC for each contribution, shall be determined by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC. The determination of the amount, value and adequacy of the consideration to an LLC for a contribution is valid and binding, if made in good faith and on the basis of accounting methods or a fair valuation or other method, including agreement as to value by the contributor and the LLC, as provided in this section, reasonable in the circumstances. Inclusion of the amount of a contribution and the value of the consideration for a contribution in the LLC documents or the records of the LLC is evidence of the acceptance of the amount and the value of a contribution.   Required approval.  The vote or consent of the members required to accept a contribution shall be the same as the vote or consent required to admit a member under § 48-249-501.
TN Code § 48-249-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 3 - Finance|§ 48-249-302. Liability for Contributions

  Obligation to perform.  A member or other person who has agreed in writing to make a contribution of tangible or intangible property or other benefit to, or to perform services for, an LLC is obligated to make that contribution, even if the member or other person is unable to perform personally because of death, disability or any other reason.   Option to require cash.  If a member or other person does not make a required contribution of property or services, then, at the option of the LLC to which the member or other person is obligated, the member or the other person shall be obligated to contribute money equal to the value, as stated in the LLC documents or the records of the LLC, of the portion of the required contribution that has not been made. This option of the LLC is in addition to, and not in lieu of, any other rights and remedies, including the right to specific performance, that the LLC or its members may have against such member or other person, whether under this chapter, under the LLC documents, or otherwise.   Enforcement by creditor.  A creditor of an LLC that extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under § 48-249-401(f)(3), may enforce the original obligation.   Remedies on default.  The LLC documents may provide that the interest of any member or other person who fails to make any contribution that the member or other person is obligated to make to an LLC shall be subject to specified penalties for, or specified consequences of, such failure. Such a penalty or consequence may take the form of:  Reducing or eliminating the defaulting member's or person's proportional interest in the LLC;   Subordinating the interest of the defaulting member or other person to that of nondefaulting members or other persons;   Forcing a sale of the interest of the defaulting member or other person;   Causing forfeiture of the interest of the defaulting member or other person;   Permitting other members or persons to lend to the LLC the amount necessary to satisfy the obligation of the defaulting member or other person, and charging interest on the borrowed amount, at a rate up to the highest rate allowed by law, with repayments of the loans being made from the distributions allocable to the interest of the defaulting member or other person;   Fixing the value of the interest of the defaulting member or other person by appraisal or by formula and redemption, or selling the interest of the defaulting member or other person at that fixed value; or   Any other penalty or consequence.
TN Code § 48-249-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 3 - Finance|§ 48-249-304. Sharing of and Rights to Profits and Losses

  LLC documents control.  Any profits and losses of an LLC shall be allocated among the members and holders of financial rights in the manner provided in the LLC documents.   LLC documents silent.  If the LLC documents do not provide for allocations of profits and losses, profits and losses shall be allocated among the members and holders of financial rights in equal shares.   Record date.  The LLC documents may provide for a record date with respect to allocations of profits and losses.
TN Code § 48-249-305 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 3 - Finance|§ 48-249-305. Sharing of and Rights to Distributions

  LLC documents control.  Any distributions by an LLC shall be allocated and distributed among the members and holders of financial rights in the manner provided in the LLC documents.   LLC documents silent.  If the LLC documents do not provide for the allocations of distributions, then distributions, including distributions on termination of the LLC, except as provided in § 48-249-620, shall be allocated among the members and holders of financial rights in equal shares.   Record date.  The LLC documents may provide for a record date with respect to distributions.   In kind distributions.  Neither a member nor a holder has a right to demand or receive a distribution in kind, regardless of the contribution of the member or holder. Neither a member nor a holder may be compelled to accept a distribution of any asset in kind from an LLC, to the extent that the percentage of the asset distributed to the member or holder exceeds a percentage of that asset that is equal to the percentage in which the member or holder shares in distributions from the LLC.   Status of recipient.  If a member or holder of financial rights becomes entitled to receive a distribution, the member or holder of financial rights has the status of, and is entitled to all remedies available to, a general, unsecured creditor of the LLC with respect to the distribution.   Entitlement to receive distributions.  A member or holder of financial rights is entitled to receive distributions before dissolution, only as provided by the LLC documents or by a majority vote of the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC, as applicable.
TN Code § 48-249-307 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 3 - Finance|§ 48-249-307. Liability for Unlawful Distributions

  Personal liability for approving.  A member, manager or director of an LLC who votes for or consents to a distribution made in violation of § 48-249-306 or the LLC documents is personally liable to the LLC for the amount of the distribution that exceeds the amount that could have been distributed without violating § 48-249-306 or the LLC documents, if such member, manager or director did not comply with the applicable standards of conduct for such member, manager or director, as set forth in § 48-249-403.   Personal liability for receiving.  A member or holder of financial rights who receives a distribution, and who knows the distribution was made in violation of § 48-249-306 or the LLC documents, is personally liable to the LLC, but only to the extent that the distribution received by the member or holder of financial rights exceeded the amount that could have been properly distributed under § 48-249-306 or the LLC documents.   Permitted impleader.  A member, holder of financial rights, manager or director against whom an action is brought under this section may implead in the action all:  Other members, holders of financial rights, managers and directors who voted for or consented to the distribution in violation of subsection (a), and may compel contribution from them; and   Members and holders of financial rights who received a distribution in violation of subsection (b), and may compel contribution from the members or holders of financial rights in the amount received in violation of subsection (b).     Time limitation.  A member or holder of financial rights who receives a distribution from an LLC or a member, manager or director who votes for or consents to the distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
TN Code § 48-249-405 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 4 - Management|§ 48-249-405. Voting and Meetings

  Voting power.  Each member, manager or director, as applicable, of an LLC shall have equal voting power per capita with each other member, manager or director.   Procedures.  The LLC documents may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, consented to or approved by any members, managers or directors, as applicable, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, in the case of members or managers, or any other matter with respect to the exercise of any such right to vote.   Action on written consent.  On any matter that, under this chapter or under the LLC documents, is to be voted on, consented to or approved by members, managers or directors, as applicable, the members, managers or directors, as applicable, may take such action without a meeting, without prior notice and without a vote, if consent or consents in writing, setting forth the action so taken is signed:  In the case of the members or managers, by the members or managers, as applicable, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members or managers, as applicable, entitled to vote on the matter were present and voted; or   In the case of the directors, by all directors entitled to vote on the matter.     A consent transmitted by electronic transmission by a member, manager or director, or by a person or persons authorized to act for the member or manager, as applicable, shall be deemed to be written and signed for purposes of this subsection (c). For purposes of this subsection (c), the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process. Prompt notice of the taking of LLC action without a meeting by less than unanimous written consent of the members or managers, as applicable, shall be given to any member or manager, as applicable, entitled to vote on the matter that did not sign such written consent; provided, however, that the failure to give such notice shall not affect the validity of the action taken.
TN Code § 48-249-406 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 4 - Management|§ 48-249-406. Required Records

 An LLC shall keep, at its principal executive office or at another place or places within the United States determined by the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC:   A current list of the full name and last known business, residence or mailing address of each member, each manager or director, as applicable, and each officer, if any, of the LLC, together with the taxpayer identification number of each member of the LLC;   A current list of the full name and last known business, residence or mailing address of each holder of financial rights of the LLC, and a description of the financial rights held, together with the taxpayer identification number of each holder of financial rights of the LLC;   A copy of the articles of the LLC and all amendments to the articles;   A copy of any currently effective written operating agreement of the LLC;   Copies of the LLC's federal, state and local income tax returns and reports, if any, for the three (3) most recent years;   Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC for the three (3) most recent fiscal years;   Records of all proceedings of the members and of the holders, if any, of the LLC;   Any written consents obtained from the members or from the holders, if any, of the LLC;   Records of all proceedings of the managers or board of directors, as applicable, of the LLC for the last three (3) years;   A statement of all contributions accepted by the LLC under § 48-249-301, the identity of the contributor and the agreed value of each contribution;   A copy of all contribution agreements created under § 48-249-301 to which the LLC is bound; and   A copy of the LLC's most recent annual report filed with the secretary of state under § 48-249-1017.
TN Code § 48-249-407 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 4 - Management|§ 48-249-407. Limitation on Actions for Breach of Fiduciary Duties

 Any action alleging breach of fiduciary duties by members, managers, directors or officers, including alleged violations of the standards established in § 48-249-403 or § 48-249-404, must be brought within one (1) year from the date of the breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date the alleged breach or violation was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered.