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 211 - CLASSIFICATION FOR TAX PURPOSES (§ 48-211-101) › Section 48-211-101 - LLC classification

For purposes of all state and local Tennessee taxes, a foreign or domestic LLC shall be treated as a partnership or an association taxable as a corporation as such classification is determined for federal income tax purposes. The members of a foreign LLC treated as a partnership are subject to all state and local Tennessee taxes in the same manner and extent as partners in a foreign partnership. The members of a domestic LLC are subject to all state and local Tennessee taxes in the same manner and extent as partners in a domestic partnership.
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 213 - ULTRA VIRES ACTIONS (§ 48-213-101) › Section 48-213-101 - Ultra vires actions

(a)
Limit on Power to Challenge.
Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act.
(b)
Challenge of Power.
An LLC's power to act may be challenged in a proceeding by:
(1)
A member against the LLC to enjoin the act;
(2)
The LLC, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former governor (if board-managed), manager, employee, or agent of the LLC; or
(3)
The attorney general and reporter under §
48-245-902
.
(c)
Derivative Action.
In a member's proceeding under subdivision (b)(1) to enjoin an unauthorized LLC act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the LLC or another party because of enjoining the unauthorized act.
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 214 - TRANSACTION OF BUSINESS OUTSIDE TENNESSEE (§§ 48-214-101 — 48-214-102) › Section 48-214-101 - Transaction of business outside Tennessee

(a)
Transaction of Business Outside Tennessee.
By enacting chapters 201-248 of this title the general assembly recognizes the LLC as an important and constructive form of business organization. The general assembly understands that:
(1)
Businesses organized under chapters 201-248 of this title will often transact business in other states;
(2)
For businesses organized under chapters 201-248 of this title to function effectively and for such chapters to be a useful enactment, such chapters must be accorded the same comity and full faith and credit that states typically accord to each other's corporate laws; and
(3)
Specifically, it is essential that other states recognize both the legal existence of limited liability companies formed under chapters 201-248 of this title and the legal status of all members of these limited liability companies.
(b)
The general assembly, therefore, specifically seeks that, subject to any reasonable registration requirements, other states extend to chapters 201-248 of this title the same full faith and credit under article IV, section 1 of the United States Constitution, and the same comity, that Tennessee extends to statutes that other states enact to provide for the establishment and operation of business organizations.
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 214 - TRANSACTION OF BUSINESS OUTSIDE TENNESSEE (§§ 48-214-101 — 48-214-102) › Section 48-214-102 - Governing law

(a)
The liability of a member, holders of financial interest, governor, employee, or agent of a limited liability company formed and existing under chapters 201-248 of this title shall at all times be governed by chapters 201-248 of this title and the laws of this state.
(b)
If a conflict arises between the laws of this state and the laws of any other jurisdiction with regard to the liability of a member, holder of financial interest, governor, employee, or agent of a limited liability company formed and existing under chapters 201-248 of this title for the debts, obligations and liabilities of the limited liability company, or for the acts or omissions of another member, holder of financial interest, governor, employee or agent of the limited liability company, chapters 201-248 of this title and the laws of this state shall govern in determining such liability.
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 215 - MEMBERS AND MEMBERSHIP INTERESTS (§ 48-215-101) › Section 48-215-101 - Nature of a membership interest and statement of interest owned

(a)
Generally.
A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC itself.
(b)
Statement of Membership Interest.
At the request of any member, the LLC shall state in writing the particular membership interest owned by that member as of the time the LLC makes the statement. The statement must describe the member's rights to vote, to share in profits and losses, and to share in distributions, as well as any assignment of the member's rights then in effect. The statement shall not be deemed to be a "security," as defined in §
47-8-102
, except as provided in §
47-8-103(c)
, shall not be a "negotiable instrument," shall not be deemed to be a "bond" or "stocks," as those terms are used in §
67-2-101
, and shall not be a vehicle by which a transfer of any membership interest may be effected.
Acts 1994, ch. 868, § 1; 1997, ch. 79, §§ 21, 22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 218 - ASSIGNMENT (§§ 48-218-101 — 48-218-105) › Section 48-218-101 - Assignment of financial rights

(a)
Assignment of Financial Rights Permitted.
Except as provided in subsection (c), a member's financial rights are transferable in whole or in part.
(b)
Effect of Assignment of Financial Rights.
An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the LLC and does not entitle or empower the assignee to become a member, to cause a dissolution, to exercise any governance rights, or, except as specifically provided by chapters 201-248 of this title, to receive any notices from the LLC, or to cause dissolution. The assignment may not allow the assignee to control the member's exercise of governance rights, and any attempt to do so shall be null and void.
(c)
Restrictions on Assignment of Financial Rights.
(1)
A restriction on the assignment of financial rights may be imposed in the articles, in the operating agreement, by a written resolution adopted by the members, or by a written agreement among, or other written action by, members, or among them and the LLC.
(2)
A restriction on the assignment of financial rights referenced in subdivision (c)(1) that is not manifestly unreasonable under the circumstances is enforceable against the owner of the restricted financial rights. A written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted in the articles or operating agreement may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a legal representative, whether or not such successor or transferee of the owner had actual notice thereof. Unless noted in the articles or operating agreement, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
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 218 - ASSIGNMENT (§§ 48-218-101 — 48-218-105) › Section 48-218-103 - Consensual restrictions on assignment of governance rights

In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in §
48-218-101(c)
, for restricting the assignment of financial rights.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 28.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 218 - ASSIGNMENT (§§ 48-218-101 — 48-218-105) › Section 48-218-104 - Effective date of assignments

Any permissible assignment of financial rights under §
48-218-101
and of governance rights under §
48-218-102
will be effective as to and binding on the LLC only when the assignee's name, address, social security or taxpayer identification number and the nature and extent of the assignment are reflected in the required records 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 218 - ASSIGNMENT (§§ 48-218-101 — 48-218-105) › Section 48-218-105 - Rights of judgment creditor

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of such person's financial rights under §
48-218-101
. This section does not deprive any member or assignee of financial rights of the benefit of any exemption laws applicable to the membership interest. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest.
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 219 - POWERS OF ESTATE OF DECEASED OR INCOMPETENT MEMBER (§ 48-219-101) › Section 48-219-101 - Powers of estate of a deceased or incompetent member

(a)
General Rule.
If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or other legal representative, except as otherwise provided in the articles or operating agreement, may exercise all of the member's rights, except voting rights, for the purpose of settling the estate or administering the member's property. If a member is a corporation, trust, or other entity and is dissolved, terminated, or placed by a court in receivership or bankruptcy, the powers of that member, except as otherwise provided in the articles or operating agreement, may be exercised by its legal representative or successor, except the interest shall be a nonvoting interest.
(b)
When Membership Is Terminated.
If an event referred to in subsection (a) causes the termination of a member's membership interest and the business of the LLC is continued, then:
(1)
As provided in §
48-216-101(c)
, the terminated member's interest will be considered to be merely that of an assignee of the financial rights owned before the termination of membership; and
(2)
The rights to be exercised by the legal representative of the successor will be limited accordingly.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 29.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 220 - SHARING OF PROFITS AND LOSSES (§ 48-220-101) › Section 48-220-101 - Sharing of profits and losses

Unless otherwise provided in the articles or operating agreement, the profits and losses of an LLC must be allocated equally among the members.
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 221 - PREEMPTIVE RIGHTS (§ 48-221-101) › Section 48-221-101 - Preemptive rights

(a)
Presumption and Modification.
Unless otherwise provided in the articles, members and parties, other than the LLC, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles provide for the possibility of preemptive rights, such rights shall be granted on the terms and conditions prescribed in the articles or operating agreement to provide a fair and reasonable opportunity to exercise the rights to acquire additional proportional interests.
(b)
Definition.
A preemptive right is the right of a member to make contributions of a certain amount or to make a contribution allowance agreement specifying future contributions of a certain amount before the LLC may accept new contributions from other persons or to make contribution allowance agreements with other persons.
(c)
Exemptions.
No preemptive rights arise as to contributions to be accepted from others or as to contribution allowance agreements to be made with others when the contribution is to be made:
(1)
In a form other than money;
(2)
Reflected pursuant to a plan of merger or exchange;
(3)
Reflected pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote;
(4)
Pursuant to a previously made contribution allowance agreement; or
(5)
Reflected pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a statute of this state or of the United States.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 30.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 222 - MEMBERSHIP MEETINGS (§§ 48-222-101 — 48-222-103) › Section 48-222-103 - Electronic communications

Unless otherwise provided in the articles or operating agreement, a conference among members (or governors, if any) by any means of communication through which the participants may simultaneously hear each other during the conference constitutes attendance at the meeting in person or by proxy if all the other requirements for a meeting of this chapter are met.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 33.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 223 - MEMBER ACTIONS WITHOUT A MEETING (§§ 48-223-101 — 48-223-103) › Section 48-223-101 - Actions without a meeting

(a)
General.
Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in §
48-223-102
or on recommendation of the board of governors or chief manager as provided in §
48-223-103
. Any action taken pursuant to §
48-223-102
or §
48-223-103
has the effect of a meeting and vote and may be described as such in any document. Any requirement in chapters 201-248 of this title for action at a meeting will be satisfied by an action taken in accordance with §
48-223-102
or §
48-223-103
.
(b)
Notice to Members.
If chapters 201-248 of this title, the articles or operating agreement require that notice of proposed action be given to members and the action is to be taken by members pursuant to §
48-223-102
or §
48-223-103
, then the LLC must give its members who would not be entitled to vote on such matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under §
48-223-103
. The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 34.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 223 - MEMBER ACTIONS WITHOUT A MEETING (§§ 48-223-101 — 48-223-103) › Section 48-223-102 - Action on written consent

(a)
Procedure.
To take action on written consent:
(1)
A written waiver of acting at a meeting must be signed by all members, or such smaller number or percentage interest as provided for in the articles or operating agreement (but not less than a majority in voting power); and
(2)
A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present.
(b)
Execution.
The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the LLC. All such instruments may be signed in counterparts.
(c)
Record Date.
If not otherwise determined under §
48-224-104
, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).
(d)
Effective Time.
Unless otherwise provided in the articles or the operating agreement, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself.
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 223 - MEMBER ACTIONS WITHOUT A MEETING (§§ 48-223-101 — 48-223-103) › Section 48-223-103 - Action on recommendation of the board of governors or chief manager

(a)
Except with respect to dissolution avoidance consent, the board of governors, for a board-governed LLC, or the chief manager, for a member-managed LLC, may, acting on such board's or person's own initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of such proposal. Such notice shall require a written response within a specified time but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of governors or the chief manager. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of governors or chief manager, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then such proposal shall become the action of the members of the LLC effective as of the expiration of the notice period.
(b)
Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the LLC or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of governors or chief manager has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on such matter.
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 224 - VOTING (§§ 48-224-101 — 48-224-105) › Section 48-224-101 - Members vote

Unless otherwise provided in the articles or operating agreement, each member shall have equal voting power per capita with each other member.
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 224 - VOTING (§§ 48-224-101 — 48-224-105) › Section 48-224-102 - Quorum

Except as otherwise provided in chapters 201-248 of this title, the members holding majority of the voting interest of the membership interests entitled to vote at a meeting are a quorum for the transaction of business, unless a larger proportion is provided in the articles or operating agreement. Once a membership interest is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 35.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 224 - VOTING (§§ 48-224-101 — 48-224-105) › Section 48-224-103 - Act of members

(a)
Majority Required.
Except where chapters 201-248 of this title, the articles or the operating agreement requires a larger proportion, the members shall take action by the affirmative vote of the members holding a majority of the voting power present and entitled to vote on that item of business in a meeting in which a quorum is present.
(b)
Voting by Class or by Voting Group.
The articles or operating agreement may establish classes, series or voting groups and provide the voting interests and the terms and conditions of exercising such voting interests.
(c)
Quorum Requirement.
An amendment to the articles or operating agreement that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
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 224 - VOTING (§§ 48-224-101 — 48-224-105) › Section 48-224-104 - Record date and voting list

(a)
The articles or operating agreement may fix a date ("record date") for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members or to take such other action on the subject of this notice. If no date is so fixed, the record date is the close of business the business day before the first notice is sent.
(b)
The secretary of the LLC shall prepare a list of the names of all members who are entitled to vote at the meeting of the members and show the address of and membership interest or interests held by each member as reflected in the records of the LLC.
(c)
The list must be available for inspection and copying by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the LLC's principal executive office or at a place identified in the meeting notice in the city where the meeting will be held. The violation of this provision entitles any member seeking to inspect such list to equitable relief under §
48-230-105
.
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 224 - VOTING (§§ 48-224-101 — 48-224-105) › Section 48-224-105 - Miscellaneous voting

(a)
Membership Interests Held by Subsidiary.
Membership interests of an LLC reflected in the required records as being owned by a subsidiary of the LLC are not entitled to vote on any matter and are excluded from the calculation of membership interests for all purposes related to voting or the existence of a quorum.
(b)
Redeemable Interests after Notice of Redemption.
Redeemable membership interests are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the interests has been deposited with the bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the membership interests, and no such membership interests shall be counted in determining the total number of outstanding membership interests of the LLC at any given time or within any class, series or voting group.
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 225 - PROXIES (§ 48-225-101) › Section 48-225-101 - Proxies

The articles or operating agreement may provide for proxies with terms and conditions consistent with the proxy provisions applicable to shareholders under §
48-17-203
. The person to whom proxies may be given and the purposes of such proxies is limited in the same manner as voting agreements under §
48-226-101(b)
.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 36.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 226 - MEMBER VOTING AGREEMENTS (§ 48-226-101) › Section 48-226-101 - Voting agreements

(a)
General Rule.
An agreement between two (2) or more persons who are members or are parties to binding contribution agreements, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the interests held by them or to be acquired by them shall be voted as therein provided or as they may agree or as determined in accordance with a procedure agreed upon by them. Such agreement shall be subject to the conditions and limitations set forth in §
48-17-302
with respect to voting agreements between shareholders.
(b)
Limitation on Voting Agreements.
Any assignee of any member's financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into. A voting agreement may not relate to the consents referred to in §
48-218-102(b)
, §
48-232-101
, §
48-232-102
, §
48-234-101(c)
or §
48-245-101(b)
.
(c)
Automatic Termination.
Unless otherwise provided in the articles, operating agreement or the voting agreement, the voting agreement will not terminate if the LLC is combined into a new LLC pursuant to merger whether by a merger in dissolution or otherwise. Any other termination of the LLC's existence will automatically terminate the voting agreement.
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 228 - RECORDS AND REPORTS (§§ 48-228-101 — 48-228-203) › Part 1 - REQUIRED RECORDS AND INFORMATION (§§ 48-228-101 — 48-228-104) › Section 48-228-101 - Required records and information

(a)
Board-Managed LLC.
If an LLC has elected to be board-managed, it shall keep at its principal executive office, or at another place or places within the United States determined by the board of governors:
(1)
A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor;
(2)
A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned;
(3)
A copy of the articles and all amendments to the articles;
(4)
Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests;
(5)
Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(6)
Financial statements required by §
48-228-201
and accounting records of the LLC;
(7)
Records of all proceedings of members, if any;
(8)
Any written consents obtained from members under chapters 201-248 of this title;
(9)
Records of all proceedings of the board of governors for the last three (3) years;
(10)
A statement of all contributions accepted under §
48-232-101
, the identity of the contribution and the agreed value of the contribution;
(11)
A copy of all contribution agreements and contribution allowance agreements; and
(12)
A copy of the LLC's most recent annual report delivered to the secretary of state under §
48-228-203
.
(b)
Member-Managed LLC.
If an LLC has elected to be governed by the members directly, it shall keep at its principal executive office, or at another place or places within the United States determined by its members:
(1)
All records required by subsection (a), except for subdivision (a)(6) and other records relating solely to a board of governors, the identity of governors, or actions of a board of governors; and
(2)
Financial information sufficient to provide true and full information regarding the status of the business and financial condition 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 228 - RECORDS AND REPORTS (§§ 48-228-101 — 48-228-203) › Part 1 - REQUIRED RECORDS AND INFORMATION (§§ 48-228-101 — 48-228-104) › Section 48-228-102 - Inspection of records by members

(a)
Right of Inspection.
A member of an LLC is entitled to inspect and copy, during regular business hours at the LLC's principal executive office, any of the records of the LLC described in §
48-228-101
, if the member gives the LLC written notice of such demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(b)
No Limitation.
The right of inspection granted by this section may not be abolished or limited by an LLC's articles or operating agreement.
(c)
Other Rights and Powers Unaffected.
This section does not affect:
(1)
The right of a member to inspect records, if the member is in litigation with the LLC, to the same extent as any other litigant; or
(2)
The power of a court to compel the production of records for examination.
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 228 - RECORDS AND REPORTS (§§ 48-228-101 — 48-228-203) › Part 1 - REQUIRED RECORDS AND INFORMATION (§§ 48-228-101 — 48-228-104) › Section 48-228-103 - Scope of inspection right

(a)
Agent or Attorney.
A member's agent or attorney has the same inspection and copying rights as the member such agent or attorney represents.
(b)
Right to Copy.
The right to copy records under §
48-228-102
includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c)
Reasonable Charge Allowed.
The LLC may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
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 228 - RECORDS AND REPORTS (§§ 48-228-101 — 48-228-203) › Part 1 - REQUIRED RECORDS AND INFORMATION (§§ 48-228-101 — 48-228-104) › Section 48-228-104 - Court-ordered inspection

(a)
If an LLC does not allow a member who complies with §
48-228-102(a)
to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the LLC's expense upon application of the member.
(b)
If the court orders inspection and copying of the records demanded, it shall also order the LLC to pay the member's costs (including reasonable counsel fees) incurred to obtain the order if the member proves that the LLC refused inspection without a reasonable basis for doubt about the right of the member to inspect the records demanded.
(c)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
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 228 - RECORDS AND REPORTS (§§ 48-228-101 — 48-228-203) › Part 2 - REPORTS (§§ 48-228-201 — 48-228-203) › Section 48-228-201 - Financial statements for members

(a)
A board-managed LLC shall prepare financial statements at least annually, which may be consolidated or combined statements of the LLC and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income statement for that period. If financial statements are prepared for the LLC on the basis of generally accepted accounting principles, the financial statements must also be prepared on that basis. If requested in writing by any member or holder of financial rights, the LLC shall furnish such statements to such person as set out in subsection (c).
(b)
If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the chief manager or the person responsible for the LLC's accounting records:
(1)
Stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year.
(c)
An LLC shall mail the annual financial statements to each requesting member or holder of financial rights, within one (1) month after notice of the request; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the member within four (4) months after the close of the fiscal year.
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 228 - RECORDS AND REPORTS (§§ 48-228-101 — 48-228-203) › Part 2 - REPORTS (§§ 48-228-201 — 48-228-203) › Section 48-228-202 - Financial statements for member-managed LLCs

A member or holder of financial rights of a member-managed LLC shall have access to true and full information regarding the status of the business and financial condition 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 228 - RECORDS AND REPORTS (§§ 48-228-101 — 48-228-203) › Part 2 - REPORTS (§§ 48-228-201 — 48-228-203) › Section 48-228-203 - Annual report for secretary of state

(a)
Each domestic LLC, and each foreign LLC authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth:
(1)
The name of the LLC and the jurisdiction under whose law it is incorporated;
(2)
The street address and zip code of its registered office and the name of its registered agent at that office in this state;
(3)
The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office);
(4)
If the LLC is board-managed (or its equivalent), the names and business addresses, including the zip code, of its governors (or their equivalent);
(5)
The names and business addresses, including the zip code, of its managers (or equivalent);
(6)
The federal employer identification number (FEIN) of the LLC, or if such number has not been obtained, a representation that it has been applied for; and
(7)
The number of members of the LLC at the date of filing.
(b)
Information in the annual report shall be current as of the date the annual report is executed on behalf of the LLC.
(c)
Every LLC shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the LLC's fiscal year or upon a date set by rule by the secretary of state.
Amended by 2020 Tenn. Acts, ch. 719, s 14, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 11, eff. 7/1/2014.
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 230 - DERIVATIVE ACTIONS AND EQUITABLE REMEDIES (§§ 48-230-101 — 48-230-105) › Section 48-230-101 - Actions

(a)
Board-managed Action.
A member may not commence a proceeding in the right of a domestic (or foreign) LLC unless the member was a member of such LLC when the transaction complained of occurred or unless the member becomes a member through transfer by operation of law from one who was a member at that time.
(b)
Member-managed Action.
Notwithstanding subsection (a), if the articles or operating agreement of a domestic (or foreign) member-managed LLC permit derivative actions, a member may commence a proceeding to the same extent as a member of a board-managed 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 230 - DERIVATIVE ACTIONS AND EQUITABLE REMEDIES (§§ 48-230-101 — 48-230-105) › Section 48-230-102 - Complaint

A complaint in a proceeding brought in the right of an LLC must allege with particularity the demand made, if any, to obtain action by the board of governors or managers and either that the demand was refused or ignored or why the member did not make the demand.
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 230 - DERIVATIVE ACTIONS AND EQUITABLE REMEDIES (§§ 48-230-101 — 48-230-105) › Section 48-230-103 - Discontinuance

A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members and/or holders of financial rights, the court shall direct that notice be given the members and/or holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.
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 230 - DERIVATIVE ACTIONS AND EQUITABLE REMEDIES (§§ 48-230-101 — 48-230-105) › Section 48-230-104 - Award of expenses

(a)
On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.
(b)
If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the LLC the remainder thereof, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses or portion thereof be paid by 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 230 - DERIVATIVE ACTIONS AND EQUITABLE REMEDIES (§§ 48-230-101 — 48-230-105) › Section 48-230-105 - Equitable remedies

If an LLC or a manager or governor of the LLC violates a provision of chapters 201-248 of this title, a court in this state may, in an action brought by a member of the LLC, grant any equitable relief it considers just and reasonable in the circumstances and award expenses, including counsel fees and disbursements, to the member.
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 231 - DISSENTERS' RIGHTS (§§ 48-231-101 — 48-231-401) › Part 1 - DEFINITIONS (§ 48-231-101) › Section 48-231-101 - Chapter definitions

As used in this chapter:
(1)
"Dissenter" means a member who is entitled to dissent from LLC action under §
48-231-201(a)
and who exercises that right when and in the manner required under this chapter;
(2)
"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 §
48-231-201(a)
, excluding any appreciation or depreciation in anticipation of the LLC action;
(3)
"Interest" means interest from the effective date of the action referred to in §
48-231-201(a)
that gave rise to the member's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date;
(4)
"LLC" means an LLC whose members have obtained rights to dissent under §
48-231-201(a)
, and includes any successor by merger;
(5)
"Member" includes a former member when dissenters' rights exist because:
(A)
The membership of that former member has terminated causing dissolution; and
(B)
The dissolved LLC has then entered into a merger under §
48-244-101
or §
48-244-201
.
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 231 - DISSENTERS' RIGHTS (§§ 48-231-101 — 48-231-401) › Part 2 - RIGHT TO DISSENT (§§ 48-231-201 — 48-231-209) › Section 48-231-201 - Right to dissent

(a)
A member of an LLC is entitled to dissent from, and obtain payment of the fair value, as determined under §
48-231-206
, of the member's membership interests in the event of, any of the following LLC actions:
(1)
Consummation of a plan of merger to which the LLC is a party;
(2)
Consummation of a sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not made in the usual or regular course of its business, but not including a disposition in dissolution described in §
48-245-501(d)
, or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the members in accordance with their respective membership interests within one (1) year after the date of disposition;
(3)
Except as provided in the articles or operating agreement in effect when the person becomes a member or placed in such agreement without the opposing vote of the member, an amendment of the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it:
(A)
Alters or abolishes a preferential right of the membership interests;
(B)
Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution;
(C)
Excludes or limits the right of a member to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the acceptance of contributions or the making of contribution agreements pertaining to membership interests with similar or different voting rights; or
(D)
Establishes or changes the conditions for or consequences of expulsion;
(4)
An amendment to the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it:
(A)
Changes a member's right to resign or retire; or
(B)
Alters or abolishes a right in respect of the redemption of the membership interests, including a provision respecting a sinking fund for the redemption or repurchase of such membership interests;
(5)
Any other LLC action taken pursuant to a member vote to the extent the articles, the operating agreement, or a resolution approved by the members provides that dissenting members are entitled to dissent and obtain payment for their membership interests.
(b)
A member entitled to dissent and obtain payment for such member's membership interest under this chapter may not challenge the LLC action creating such member's entitlement unless the action is unlawful or fraudulent with respect to the member or 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 231 - DISSENTERS' RIGHTS (§§ 48-231-101 — 48-231-401) › Part 2 - RIGHT TO DISSENT (§§ 48-231-201 — 48-231-209) › Section 48-231-202 - Notice of dissenters' rights

(a)
If proposed LLC action creating dissenters' rights under §
48-231-201
is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.
(b)
If LLC action creating dissenters' rights under §
48-231-201
is taken without a vote of the members, the LLC shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in §
48-231-204
.
(c)
An LLC's failure to give notice pursuant to this section will not invalidate the LLC action.
Acts 1994, ch. 868, § 1.