reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 239 - GOVERNOR MANAGEMENT (§§ 48-239-101 — 48-239-116) › Section 48-239-111 - Board of governors meetings

(a)
Time and Place.
Meetings of the board of governors may be held from time to time as provided in the articles or operating agreement at any place within or without the state that the board of governors may select or by any means described in subsection (b). If the board of governors fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or operating agreement provides otherwise.
(b)
Electronic Communications.
(1)
Unless the articles or operating agreement provides otherwise, the board of governors may permit any or all governors to participate by or conduct the meeting through the use of any means of communication by which all governors participating may simultaneously hear each other during the meeting. A governor participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect such.
(2)
A meeting held by electronic communication shall be deemed held at the location required by this section, articles or operating agreement.
(c)
Calling Meetings and Notice.
Unless the articles or operating agreement provides otherwise, the chief manager or the lesser of a majority of the governors or two (2) governors may call a special meeting of the board of governors by giving two (2) days' notice to all governors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting unless chapters 201-248 of this title, the articles or the operating agreement requires it.
(d)
Previously Scheduled Meetings.
If the day or date, time, and place of a board of governors meeting have been provided in the articles or operating agreement, or a regular meeting date, time and place have been established by the board of governors, no notice of such meeting is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken; provided, that the period of adjournment does not exceed one (1) month for any one (1) adjournment.
(e)
Waiver of Notice.
(1)
A governor may waive any notice required by this section, the articles or operating agreement before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the governor entitled to the notice, and filed with the minutes or other records of the LLC.
(2)
A governor's attendance at or participation in a meeting waives any required notice to the governor of the meeting unless the governor at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 239 - GOVERNOR MANAGEMENT (§§ 48-239-101 — 48-239-116) › Section 48-239-112 - Quorum and voting of board of governors

(a)
Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of:
(1)
A majority of the fixed number of governors, if the LLC has a fixed board size;
(2)
A majority of the number of governors prescribed under §
48-239-101
, or if no number is prescribed, the number in office immediately before the meeting begins, if the LLC has a variable-range board.
(b)
The articles or operating agreement may authorize a quorum of a board of governors to consist of no fewer than one third (1/3) of the fixed or prescribed number of governors determined under subsection (a).
(c)
If a quorum is present, the affirmative vote of a majority of governors present is the act of the board of governors unless the act, articles or operating agreement requires the vote of a greater number of governors.
(d)
If a quorum is present when a duly called or held meeting is convened, the governors present may continue to transact business until adjournment, even though the withdrawal of a number of governors originally present leaves less than the proportion or number otherwise required for a quorum.
(e)
A governor who is present at a meeting of the board of governors when LLC action is taken is deemed to have assented to the action taken unless:
(1)
The governor objects at the beginning of the meeting (or promptly upon the governor's arrival) to holding it or transacting business at the meeting;
(2)
The governor's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3)
The governor delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the LLC immediately after adjournment of the meeting. The right of dissent or abstention is not available to a governor who votes in favor of the action taken.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 55.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 239 - GOVERNOR MANAGEMENT (§§ 48-239-101 — 48-239-116) › Section 48-239-113 - Action without a meeting

(a)
Method.
(1)
Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or take such action at a meeting is the act of the board of governors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each governor in one (1) or more counterparts, indicating the signing governor's vote or abstention on the action, and shall be included in the minutes or filed with the LLC's records reflecting the action taken.
(2)
Notwithstanding subdivision (a)(1), the articles or operating agreement may provide for written governor action to be taken without all governors consenting to the waiver of actual meeting, but such consent must be of at least two thirds (2/3) of the governors.
(b)
Effective Time.
The written action is effective when the last required governor signs the action, unless a different effective time is provided in the written action.
(c)
Notice and Liability.
If the articles or operating agreement permits written action and waiver of meetings by less than all governors, all governors must be notified immediately of the action's text and effective date. Failure to provide the notice does not invalidate the written action. A governor who does not sign or consent to the written action has no liability for the action or actions taken by this written action.
(d)
Consent Equals Meeting.
A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of governors is satisfied by a consent signed under this section.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 239 - GOVERNOR MANAGEMENT (§§ 48-239-101 — 48-239-116) › Section 48-239-115 - Standard of conduct

(a)
Standard and Liability.
A governor shall discharge the duties of the position as a governor, including duties as a member of a committee, in good faith, in a manner the governor reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(b)
Reliance.
(1)
A governor is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(A)
One (1) or more managers or employees of the LLC whom the governor reasonably believes to be reliable and competent in the matters presented;
(B)
Legal counsel, public accountants, or other persons as to matters that the governor reasonably believes are within the person's professional or expert competence; or
(C)
A committee of the board of governors of which the governor is not a member, if the governor reasonably believes the committee merits confidence.
(2)
A governor is not acting in good faith if the governor has knowledge concerning the matter in question that makes reliance otherwise permitted by subdivision (b)(1) unwarranted.
(c)
Limitation on Liability.
A governor is not liable for any action taken as a governor, or any failure to take action, if the governor performed the duties of the office in compliance with subsections (a) and (b).
(d)
Elimination or Limitation of Liability.
A governor's personal liability to the LLC or its members for monetary damages for breach of fiduciary duty as a governor may be eliminated or limited in the articles or operating agreement; such provisions shall not eliminate or limit the liability of a governor for the following:
(1)
For any breach of the governor's duty of loyalty to the LLC or its members; however, the articles or operating agreement may define the duty of loyalty in a manner to reflect the understanding of the parties, provided such definition is not manifestly unreasonable under the circumstances;
(2)
For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3)
Under §
48-237-101
; or
(4)
For any act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
(e)
Modification of Standard of Conduct in Articles or Operating Agreement.
Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct for governors in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.
(f)
Burden of Proof.
A person alleging a violation of this section has the burden of proving the violation.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 56-58.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 240 - MEMBER MANAGEMENT (§§ 48-240-101 — 48-240-103) › Section 48-240-101 - Member-managed

If the LLC has elected to be member-managed, any actions that would require the action of the board of governors shall be made by the members. Unless chapters 201-248 of this title, the articles or operating agreement require otherwise, decisions shall be made and actions taken by a majority vote of the members acting in their capacity as members present at a meeting at which a quorum is established.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 60.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 240 - MEMBER MANAGEMENT (§§ 48-240-101 — 48-240-103) › Section 48-240-102 - Standard of member conduct in a member-managed LLC

(a)
Fiduciary Duty of Members of Member-Managed LLC.
Except as provided in the articles or operating agreement, every member of a member-managed LLC must account to the LLC for any benefit, and hold as trustee for it any profits derived by the member without the consent of the other members from any transaction connected with the formation, conduct, or liquidation of the LLC or from any use by the member of its property including, but not limited to, confidential or proprietary information of the LLC or other matters entrusted to the member as a result of such person's status as a member.
(b)
Standard of Conduct.
A member of a member-managed LLC shall discharge such member's duties as a member, including all duties as a member of a committee:
(1)
In good faith;
(2)
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3)
In a manner the member reasonably believes to be in the best interest of the LLC.
(c)
Reliance.
A member of a member-managed LLC is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(1)
One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented;
(2)
Legal counsel, public accountants or other persons as to matters the member reasonably believes are within the person's professional or expert competence; or
(3)
A committee of the members of which such member is not a member, if the member reasonably believes the committee merits confidence.
(d)
Good Faith Requirement.
The member is not acting in good faith if the member has knowledge concerning the matter in question that makes reliance otherwise committed by subsection (c) unwarranted.
(e)
Limitation of Liability for Action.
A member is not liable for any action taken as a member, or any failure to take any action, if the member performed the duties of the position as a member in compliance with this section.
(f)
Burden of Proof.
A person alleging a violation of this section has the burden of proving the violation.
(g)
Modification of Standard of Conduct in Articles or Operating Agreement.
Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct in a manner to reflect the understanding of the parties provided such definition is not manifestly unreasonable under the circumstances.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 61.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-101 - Managers required

An LLC must have individuals exercising the functions of the offices, however designated, of chief manager and secretary.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-102 - Duties of required managers

(a)
Presumption and Modification.
Unless:
(1)
The articles or the operating agreement provide otherwise;
(2)
If the LLC is board-managed, a resolution of the board of governors providing otherwise; or
(3)
If the LLC is member-managed, a written resolution of the members providing otherwise;
the chief manager and secretary have the duties specified in this section.
(b)
Chief Manager.
The chief manager shall:
(1)
See that all orders and resolutions of the board of governors or members are carried into effect;
(2)
Sign and deliver in the name of the LLC any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the LLC, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated:
(A)
By the articles or operating agreement;
(B)
The board of governors if the LLC is board-managed; or
(C)
Members if the LLC is member-managed to some other manager or agent of the LLC;
(3)
Perform other duties prescribed by the board of governors or the members; and
(4)
In the event the LLC has a vacancy in the office of secretary, any notices, documents or other matters that otherwise are required to go to the secretary may be delivered to the chief manager.
(c)
Secretary.
The secretary shall:
(1)
Keep accurate membership records for the LLC;
(2)
Maintain records of and, whenever necessary, certify all proceedings of the board of governors, members or committees of the LLC;
(3)
Receive notices required to be sent to the secretary and to keep a record of such notices in the records of the LLC; and
(4)
Perform other duties prescribed by the board of governors, the members or by the chief manager.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-103 - Election or appointment of managers

(a)
Board of Governors Form.
If the LLC is board-managed, the board of governors shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the governors present, the chief manager, secretary and any other managers or agents the board of governors considers necessary or desirable for the operation and management of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or operating agreement or determined by the board of governors.
(b)
Member-Managed Form.
If the LLC is member-managed, the members shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the voting power at a duly held meeting, the chief manager, secretary and any other managers or agents the members consider necessary or desirable for the operation of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles, operating agreement or as determined by the members and set forth in the resolution establishing the other manager positions.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-104 - Qualifications of managers

Managers need not be residents of this state or members of the LLC unless the articles or operating agreement so require. The articles or operating agreement may prescribe other qualifications for managers.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-105 - Multiple managerial positions

Any number of managerial positions or functions of those positions other than those of chief manager and secretary may be held or exercised by the same person. If a document must be signed by persons holding different positions or functions and a person holds or exercises more than one (1) of those positions or functions, that person may sign the document in more than one (1) capacity, but only if the document indicates each capacity in which the person signs.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-106 - Managers considered elected

If the LLC is board-managed, in the absence of an election or appointment of managers by the board of governors, or if the LLC is member-managed in the absence of an election or appointment of managers by the members, then the person or persons exercising the principal functions of the chief manager or the secretary are considered to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which in that case is the registered office of the LLC.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-107 - Removal of a manager

(a)
Unless otherwise provided in the articles or operating agreement, if the LLC is board-managed:
(1)
A manager serves at the pleasure of the board of governors;
(2)
The board of governors may remove a manager at any time with or without cause; and
(3)
The board of governors may eliminate any manager position other than chief manager or secretary at any time.
(b)
Unless otherwise provided in the articles or operating agreement, if the LLC is member-managed:
(1)
A manager serves at the pleasure of the members;
(2)
The members may remove a manager at any time with or without cause; and
(3)
The members may eliminate any manager position other than chief manager or secretary at any time.
(c)
The removal of a manager under subsection (a) or (b) is without prejudice to the contractual rights of the manager, if any.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-108 - Contract rights

(a)
Board-Managed.
With respect to a board-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the board of governors' judgment, the contract would be in the best interests of the LLC. The fact that the contract may be for a term longer than the terms of the governors who authorized or approved the contract does not make the contract void or voidable.
(b)
Member-Managed.
With respect to a member-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the members' judgment, the contract would be in the best interest of the LLC.
(c)
Removal or Resignation Does not Affect Contract Rights.
A manager's removal does not affect the manager's contract rights, if any, with the LLC. A manager's resignation does not affect the LLC's contract rights, if any, with the manager.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-109 - Resignation and vacancy

(a)
Resignation.
Unless otherwise provided in an employment contract or an agreement with the LLC, a manager may resign at any time by giving written notice to the LLC. The resignation is effective without acceptance when the notice is delivered to the LLC, unless a later effective date is specified in the notice.
(b)
Vacancy.
A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of chief manager or secretary, must be filled for the unexpired portion of the term in the manner provided in the articles or operating agreement, or, if the LLC is board-managed, as determined by the board of governors, or, if the LLC is member-managed, as determined by the members. If a vacancy will be created by a resignation which is made effective at a later date and the LLC accepts the future effective date, the board of governors of a board-managed LLC or the members of a member-managed LLC may fill the pending vacancy before the effective date if the action provides that the successor does not take office until the effective date.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-110 - Delegation

Unless prohibited by the articles, the operating agreement, or by a resolution:
(1)
Adopted by the affirmative vote of the governors present at a duly held meeting of a board-managed liability company; or
(2)
Approved by the affirmative vote of a majority of the membership interest entitled to vote at a duly held meeting of the members of a member-managed LLC;
a manager elected or appointed may, without further approval, delegate some or all of the duties and powers of an office to other persons. A manager who delegates the duties or powers of an office remains subject to the standard of conduct for a manager with respect to the discharge of all duties and powers so delegated.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 241 - MANAGERS (§§ 48-241-101 — 48-241-111) › Section 48-241-111 - Standard of conduct

(a)
General.
A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the managers in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.
(b)
Reliance Permitted.
In discharging such duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1)
One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; or
(2)
Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c)
Where Reliance not Permitted.
A manager is not acting in good faith who has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d)
Limitation on Liability.
A manager is not liable for any action taken as a manager, or any failure to take any action, if the manager performed the duties of the office in compliance with this section.
(e)
Effect of Delegation.
A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to §
48-241-110
is considered a manager for purposes of this section.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 65.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 242 - LOANS AND OBLIGATIONS (§§ 48-242-101 — 48-242-102) › Section 48-242-101 - Loans, guarantees and suretyship

(a)
Prerequisites.
Unless otherwise provided in chapters 201-248 of this title or the articles or operating agreement, an LLC may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist a person:
(1)
In the usual and regular course of business of the LLC;
(2)
With, or for the benefit of, a related LLC, an organization in which the LLC has a financial interest, an organization with which the LLC has a business relationship, or an organization to which the LLC has the power to make donations; or
(3)
With, or for the benefit of, a manager or other employee of the LLC or a subsidiary, including a manager or employee who is a member but not a governor of the LLC or a subsidiary, and may reasonably be expected, in the judgment of the body giving the requisite approval, to benefit the LLC. In the case of a loan or guarantee which is with, or for the benefit of, a person who is a governor, approval by a majority of the membership interests of disinterested members entitled to vote is required.
(b)
Interest and Security.
A loan, guaranty, surety contract, or other financial assistance under subsection (a) may be with or without interest and may be unsecured or may be secured in any manner, including, without limitation, a grant of a security interest in a member's financial rights in the LLC.
(c)
Banking Authority not Granted.
This section does not grant any authority to act as a bank or to carry on the business of banking.
(d)
Requisite Approval.
(1)
Except as otherwise provided in this section, for purposes of this section, "requisite approval" means:
(A)
If the LLC is board-managed, an action taken at a duly held meeting and approved by a majority of the disinterested governors or by a majority of the disinterested members at a duly held meeting of the members; or
(B)
If the LLC is member-managed, an action taken at a duly held meeting and approved by a majority of the voting interest of members entitled to vote which are held by disinterested persons.
(2)
For purposes of this section, a "disinterested person" is a person other than:
(A)
A person who receives a direct or indirect benefit from receipt of the loan or guarantee;
(B)
The spouse, parents, children and spouses of children, brothers and sisters, other lineal descendants and spouses of brothers and sisters of such person; or
(C)
Any entity in which any of the people, or any combination of the people, in subdivisions (d)(2)(A) and (B) have a material financial interest.
(e)
Validity of Obligation of Borrower.
The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
(f)
Exception for Sales on Credit.
A sale on credit in the ordinary course of business shall not be subject to the restrictions of this section.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 66, 67.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 242 - LOANS AND OBLIGATIONS (§§ 48-242-101 — 48-242-102) › Section 48-242-102 - Advances

Unless otherwise provided in the articles or the operating agreement, an LLC may, without a vote of the governors or its members, advance money to its governors, managers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the ordinary course of the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 244 - MERGER AND TRANSFER OF ASSETS (§§ 48-244-101 — 48-244-201) › Part 1 - MERGER (§§ 48-244-101 — 48-244-104) › Section 48-244-101 - Merger

(a)
Merger.
With or without a business purpose and pursuant to a plan of merger, a domestic LLC may merge with or into one (1) or more entities formed or organized under the laws of this state or foreign jurisdiction, with the domestic LLC or such other entity, as the plan of merger shall provide, being the surviving or resulting domestic LLC or other entity.
(b)
After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 244 - MERGER AND TRANSFER OF ASSETS (§§ 48-244-101 — 48-244-201) › Part 1 - MERGER (§§ 48-244-101 — 48-244-104) › Section 48-244-102 - Approval of merger

(a)
LLC Organized Under the Law of the State of Tennessee.
In the case of an LLC organized under the law of this state, unless the articles or operating agreement provide otherwise, the plan must be approved by:
(1)
A majority of the board of governors, if the LLC is board-managed; and
(2)
Whether or not the LLC is member-managed or board-managed, by the members holding a greater than sixty-six and two-thirds percent (66 2/3%) voting interest of all members entitled to vote and of each class or group entitled to vote. In no event may the articles or operating agreement provide for approval by less than fifty percent (50%) in voting interest in the aggregate.
(b)
Other Entities in General.
As to entities other than domestic LLCs which are parties to the merger, the plan of merger must be approved by a vote of a majority in voting interest of all owners entitled to vote, except as otherwise specifically provided by the law of this state or of the foreign jurisdiction in which the entity is organized or by the articles, bylaws, partnership agreement or similar equivalent of such entity. In no case may the articles, bylaws, partnership agreement or similar equivalent require less than a fifty percent (50%) in voting interest vote unless the applicable law of the state or foreign jurisdiction specifically provides otherwise.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 68.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 244 - MERGER AND TRANSFER OF ASSETS (§§ 48-244-101 — 48-244-201) › Part 1 - MERGER (§§ 48-244-101 — 48-244-104) › Section 48-244-103 - Certificate of merger

If a domestic LLC is merging under this section, the domestic LLC or business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger must be executed by a duly authorized person and set forth:
(1)
The name, jurisdiction and date of formation or organization of each of the LLCs or other entities which is a party to the merger;
(2)
That a plan of merger has been approved and executed by each of the LLCs and other business entities which are a party to the merger;
(3)
The name and address of the principal executive office or equivalent thereof, of the surviving or resulting entity into which the other entities will merge;
(4)
Whether the surviving entity is an LLC, general partnership, limited partnership, corporation or form of other entity;
(5)
The future effective date or time, which shall be a date or time certain and which shall comply with §
48-247-109(b)
of the merger if it is not to be effective upon the filing of the plan of merger;
(6)
That the plan of merger is on file at a place of business of the surviving or resulting entity, and shall state the address thereof;
(7)
That a copy of the plan of merger will be furnished by the surviving or resulting entity, on request and without cost, to any member of any domestic LLC or any persons holding an interest in any other entity which is or was a party to the merger; and
(8)
If the surviving or resulting entity is not a domestic LLC, or an entity other than a general partnership organized under the laws of this state, a statement that such surviving or resulting entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any entity which is a party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in §
48-208-105
shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in §
48-208-105
.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 244 - MERGER AND TRANSFER OF ASSETS (§§ 48-244-101 — 48-244-201) › Part 1 - MERGER (§§ 48-244-101 — 48-244-104) › Section 48-244-104 - Filing and effect of certificate of merger

(a)
Effective Date of Merger.
Unless a future effective date or time complying with §
48-247-109(b)
is provided in the certificate of merger, in which event the merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of the plan of merger.
(b)
LLC Effect.
The articles of merger as filed with the office of the secretary of state shall act as notice of dissolution and articles of termination for a domestic LLC which is not the surviving or resulting entity in the merger.
(c)
General Effect of Merger.
When any merger shall have become effective under this part:
(1)
Every entity which is a party to the merger other than the surviving entity ceases to exist;
(2)
All property, real, personal, tangible and intangible, owned by each of the merged entities vests in the surviving or resulting entity;
(3)
All obligations and duties of every entity that is a party to the merger become the obligations and duties of the surviving or resulting entity and all liens upon any property of any of the merged business entities shall be preserved unimpaired and may be enforced against the surviving or resulting entity to the same extent as if the debts, liabilities and duties had been incurred or contracted by the surviving or resulting entity;
(4)
An action or proceeding pending against an entity which is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding;
(5)
Unless otherwise provided in the certificate of merger or as may be required by applicable law, a domestic entity which is not the surviving or resulting entity in the merger shall not be required to wind up its affairs or pay its liabilities and distribute its assets; and
(6)
If obligations incurred before the merger by a party to the merger are not able to be satisfied out of the property of the surviving entity, all partners, members or shareholders of such party immediately before the effective date of the merger shall be obligated to contribute to the surviving entity to the extent and in the manner such persons would have been obligated to contribute to such party in the event such obligations of such party could not have been satisfied out of the property of such party.
(d)
Personal Liabilities of a Member.
A member of the surviving LLC is liable for:
(1)
All obligations of a party to the merger for which the member was personally liable before the merger; and
(2)
All obligations of the surviving entity incurred after the merger takes effect, to the extent imposed under applicable law or by contract executed by such member.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 69-73.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 244 - MERGER AND TRANSFER OF ASSETS (§§ 48-244-101 — 48-244-201) › Part 2 - TRANSFER OF ASSETS AND WHEN PERMITTED (§ 48-244-201) › Section 48-244-201 - Transfer of assets and when permitted

(a)
Member Approval and When not Required.
Unless otherwise provided in the articles or operating agreement, an LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, if board-managed, or by a majority vote, if member-managed, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business and grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property.
(b)
Member Approval and When Required.
(1)
Unless otherwise provided in the articles or in an operating agreement, a board-managed LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of governors considers expedient.
(2)
In the case of a board-managed LLC, the action of the board of governors in subdivision (b)(1) must be approved by the members or, in the case of a member-managed LLC, the members must approve the sale, lease, transfer or other disposition of all or substantially all of the LLC's property and assets not in the usual and regular course of business at a regular or special meeting of the members by majority vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not in the usual and regular course of business.
(c)
Signing of Documents.
Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by any one (1) of its current managers or, if the LLC no longer exists, by any one (1) of its last managers.
(d)
Transferee Liability.
The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by chapters 201-248 of this title or other statutes of this state.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 74, 75.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 2 - NONJUDICIAL DISSOLUTION (§§ 48-245-201 — 48-245-202) › Section 48-245-201 - Nonjudicial termination by organizers

(a)
Manner.
An LLC that has not accepted contributions may be dissolved and terminated by the organizers in the manner set forth in this section.
(b)
Articles of Termination.
A majority of the organizers shall sign and file with the secretary of state articles of termination containing:
(1)
The name of the LLC;
(2)
The date of organization;
(3)
A statement that contributions have not been accepted; and
(4)
A statement that no debts remain unpaid.
(c)
The secretary of state shall file the articles of termination of existence of the LLC if the secretary of state finds that the articles:
(1)
Comply with subsection (b); and
(2)
Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(d)
When the articles of termination have been filed in accordance with subsection (c), the existence of the LLC is terminated.
Acts 1994, ch. 868, § 1; 2009, ch. 349, §§ 1, 2; 2010, ch. 741, § 26.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 2 - NONJUDICIAL DISSOLUTION (§§ 48-245-201 — 48-245-202) › Section 48-245-202 - Nonjudicial dissolution by members

(a)
Manner.
An LLC may be dissolved by the members:
(1)
Upon any event of dissolution set forth in the articles, operating agreement, or the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, requiring member action;
(2)
By any procedures set forth in the articles or operating agreement; or
(3)
By the members when authorized in the manner set forth in this section.
(b)
Notice and Approval.
(1)
The proposed dissolution must be submitted for approval at a meeting of members. Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in §
48-222-101
for meetings of members, and whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the LLC and that dissolution must be followed by the winding up and termination of the LLC.
(2)
If the proposed dissolution is approved at a meeting by a majority vote or such greater vote as may be provided for in the articles or operating agreement, the LLC must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to §
48-245-401
.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 80; 1999, ch. 455, § 32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 3 - ADMINISTRATIVE DISSOLUTION (§§ 48-245-301 — 48-245-306) › Section 48-245-301 - Grounds for administrative dissolution

The secretary of state may commence a proceeding under §
48-245-302
to administratively dissolve the LLC if:
(1)
The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2)
The LLC is without a registered agent or registered office in this state for two (2) months or more;
(3)
The name of an LLC contained in a document filed pursuant to chapters 201-248 of this title fails to comply with §
48-207-101
;
(4)
The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5)
The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment;
(6)
A governor, manager, member or other representative of an LLC signed a document such person knew was false in any material respect with the intent that the document be delivered to the secretary of state for filing; or
(7)
A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence.
Amended by 2016 Tenn. Acts, ch. 688,s 6, eff. 7/1/2016.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 81.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 3 - ADMINISTRATIVE DISSOLUTION (§§ 48-245-301 — 48-245-306) › Section 48-245-302 - Procedure for and effect of administrative dissolution

(a)
If the secretary of state determines that one (1) or more grounds exist under §
48-245-301
for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination in accordance with §§
48-208-104
and
48-208-105
, except that such determination may be sent by first class mail.
(b)
If the LLC does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication in accordance with §§
48-208-104
and
48-208-105
, the secretary of state shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC in accordance with §§
48-208-104
and
48-208-105
, except that the certificate may be sent by first class mail.
(c)
An LLC administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under §
48-245-501
and notify claimants under §
48-245-502
.
(d)
The administrative dissolution of an LLC does not terminate the authority of its registered agent.
Acts 1994, ch. 868, § 1.