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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1113 - Commencement of fair value determination proceeding

(a)
Right to commence proceeding.
If the person who is entitled to receive payment in respect of a membership interest or financial rights under §
48-249-1111(a)
does not accept the PLLC's offer under §
48-249-1112(b)
, within the thirty-day period specified in §
48-249-1112(b)
, such person may, during the following thirty-day period, deliver a written notice to the PLLC demanding that the PLLC commence a proceeding to determine the fair value of the membership interest or financial rights. The PLLC may commence a proceeding to determine the fair value of the membership interest or financial rights at any time during the sixty (60) days following the effective date of the PLLC's notice under §
48-249-1112(a)
. If the PLLC does not do so, the person who is entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
may commence a proceeding against the PLLC to determine the fair value of the membership interest or financial rights.
(b)
Jurisdiction.
A proceeding brought to determine the fair value of a membership interest or financial rights under subsection (a) shall be brought in a court of record having equity jurisdiction in the county where the PLLC's principal executive office, or, if not in this state, its registered office, is located. The PLLC and the person who is entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
shall each be made a party to the proceeding. The PLLC, at its expense, shall notify, in writing, all of the other members and any other person the court directs of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(c)
Appraisers.
The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to such order.
(d)
Right to judgment.
The person who is entitled to receive payment in respect of a membership interest or financial rights under §
48-249-1111(a)
is entitled to judgment for the fair value of the membership interest or financial rights determined by the court as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under §
48-249-1111(a)
, together with interest from that date at a rate determined by the court to be fair and equitable.
(e)
Installment payments.
The court may order the judgment paid in such installments as may be determined by the court.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1114 - Assessment of proceeding costs

(a)
Determination and assessment.
In a fair value proceeding commenced under §
48-249-1113
, the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and the court shall assess the costs against the PLLC. Notwithstanding this subsection (a), the court may assess those costs in an amount the court determines to be equitable against the person who is entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
, if the court determines that such person acted arbitrarily, vexatiously or not in good faith in refusing to accept the PLLC's offer.
(b)
Other fees and expenses.
The court may also:
(1)
Assess the fees and expenses of counsel and experts for the person who is entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
against the PLLC, and in favor of such person, if the court determines that the fair value of the membership interest or financial rights substantially exceeded the amount offered by the PLLC or that the PLLC did not make an offer; or
(2)
Assess the fees and expenses of counsel and experts for the PLLC against the person who is entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
, and in favor of the PLLC, if the court finds that the fair value of the membership interest or financial rights did not substantially exceed the amount offered by the PLLC.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1115 - Termination of membership interest or financial rights of a disqualified person

If the membership interest or financial rights of a member or holder of financial rights is not or are not purchased under §
48-249-1112
or
48-249-1113
within ten (10) months after the death of the member or holder, or within five (5) months after the occurrence of any other event giving rise to the PLLC's purchase obligation under §
48-249-1111(a)
, the PLLC shall immediately terminate the membership interest or financial rights on the PLLC's books, and the person who is entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
, as well as the member or holder of financial rights, if different from such person, has no further membership interest or financial rights in the PLLC, other than such person's right to payment of the fair value of the membership interest or financial rights under §
48-249-1112
or
48-249-1113
.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1116 - Disqualification of members and other persons

If any member or holder of financial rights of a PLLC becomes disqualified to render those professional services for which the PLLC was formed, or has elected professional LLC status within this state, such member or holder shall be deemed to have resigned and withdrawn from the PLLC, and shall have no further interests as a member or holder in the PLLC, other than the right to receive any distribution to which such member or holder may be entitled as a member or holder under the LLC documents or §§
48-249-1111
- 48-249-1115, if applicable. If any member, manager, director, officer, agent or employee of a domestic or foreign PLLC who is rendering professional service to the public within this state becomes legally disqualified to render those professional services within this state, that member, manager, director, officer, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that domestic or foreign PLLC. A domestic PLLC's failure to require compliance with this provision shall constitute a ground for the dissolution of the PLLC by the secretary of state, and a foreign PLLC's failure to require compliance with this provision shall constitute a ground for the revocation of the foreign PLLC's certificate of authority in this state by the secretary of state.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1117 - Directors, managers and officers

If persons other than qualified persons are permitted by the licensing authority to serve as directors, managers or officers of a PLLC, not less than one half (1/2) of the directors, if any, all managers, if any, and all officers, if any, except the secretary, assistant secretary and treasurer, if any, of a PLLC, shall be qualified persons with respect to the PLLC.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1118 - Privilege

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign PLLC and to its members, holders of financial rights, directors, managers, officers and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1119 - Liability

(a)
Individual professional liability.
Each individual who renders professional services as a member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions, to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial rights, directors, managers, officers, employees or agents of the PLLC, unless such person is also at fault.
(b)
PLLC professional liability.
A domestic or foreign PLLC whose members, holders of financial rights, directors, managers, officers, employees or other agents perform professional services within the scope of their employment, or of their apparent authority to act for the domestic or foreign PLLC, is liable to the same extent as such members, holders of financial rights, directors, managers, officers, employees or other agents.
(c)
General limited liability.
Except as otherwise provided by this part, the personal liability of a member, holder of financial rights, director, manager, officer, employee, or other agent of a domestic or foreign PLLC, is no greater, in any respect, than the liability of a member, holder of financial rights, director, manager, officer, employee or other agent of an LLC formed under this chapter.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1120 - Mergers and conversions

(a)
Mergers and conversions permitted.
A PLLC may merge with or into, or convert into, any other entity permitted to render the professional services of the PLLC in this state, in the same manner and to the same extent as LLCs under part 7 of this chapter, and any entity permitted to render professional services of a PLLC in this state may convert into a PLLC, in the same manner and to the same extent as other entities under part 7 of this chapter.
(b)
Compliance.
If the surviving entity or entity resulting from the conversion is an LLC and is to render professional services in this state, it shall comply with this part.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1121 - Cessation of professional services

If a domestic PLLC ceases to render professional services, it shall amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of §
48-249-106
. After the amendment or restatement becomes effective, the domestic PLLC may continue in existence as an LLC under this chapter, and it is no longer subject to this part. If a foreign PLLC that is authorized to transact business in this state ceases to render professional services in this state, it shall amend its certificate of authority to delete references to rendering professional services and to conform its name to the requirements of §
48-249-903
. After the amendment becomes effective, the foreign PLLC may continue its authority to transact business in this state as a foreign LLC, and it is no longer subject to this part.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1122 - Dissolution

The attorney general and reporter may commence a proceeding to dissolve a PLLC under §
48-249-617
, if:
(1)
The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC, in accordance with §
48-249-112
, that it has violated or is violating a provision of this part;
(2)
The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that such violation did not occur, within sixty (60) days after service of the notice, in accordance with §
48-249-112
; and
(3)
The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct such violation, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with §
48-249-112
.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1123 - Foreign PLLCs

(a)
Certificate of authority required.
Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b)
Requirements.
A foreign PLLC may not obtain a certificate of authority, unless:
(1)
Its name satisfies the requirements of §
48-249-1108
;
(2)
It is formed for one (1) or more of the purposes referenced in, and satisfies the requirements of §
48-249-1104
; and
(3)
All of its members, holders of financial rights, or their equivalent, if any, directors, or their equivalent, if any, managers, or their equivalent, if any, and officers, or their equivalent, if any, are licensed in one (1) or more states to render a professional service described in its articles; provided, however, that, if the licensing authority of this state permits persons other than qualified persons to serve as directors, managers or officers of a PLLC, not less than one half (1/2) of its directors, or their equivalent, if any, all of its managers, or their equivalent, if any, and all of its officers, or their equivalent, if any, except the secretary, assistant secretary and treasurer, if any, shall be qualified persons with respect to the foreign PLLC.
(c)
Exception.
A foreign PLLC is not required to obtain a certificate of authority in this state, unless it maintains, or intends to maintain an office, in this state for conduct of business or professional practice.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1124 - Application for a certificate of authority

The application of a foreign PLLC for a certificate of authority in this state shall:
(1)
Contain the information required in §
48-249-904
;
(2)
State that it is a foreign PLLC;
(3)
State that its purpose is to render specified professional services; and
(4)
Include a statement that the requirements of §
48-249-1123(b)(3)
are satisfied.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1125 - Revocation

The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state, if a licensing authority with jurisdiction over a professional service described in the foreign PLLC's certificate of authority certifies to the secretary of state that the foreign PLLC has violated or is violating a provision of this part, and describes the violation in the certification.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1126 - Offense - Penalty

(a)
False document.
A person commits a Class B misdemeanor, punishable by a fine of not more than five hundred dollars ($500), if such person signs a document such person knows is false in any material respect, with intent that the document be delivered to the licensing authority for filing.
(b)
Other offenses.
The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1127 - Delivery of articles or certificate of authority to licensing authority

A domestic PLLC may not render professional services in this state until it delivers a certified copy of its articles to each licensing authority with jurisdiction over a professional service described in the articles, and a foreign PLLC may not render professional services in this state until it delivers a certified copy of its certificate of authority to transact business in this state to each licensing authority with jurisdiction over a professional service described in the certificate of authority.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1128 - Annual qualification statement

(a)
Statement if required by licensing authority.
If required by a rule promulgated by the licensing authority having jurisdiction over a professional service described in the articles of a domestic PLLC or certificate of authority of a foreign PLLC, each such domestic PLLC and each such foreign PLLC that is authorized to transact business in this state shall deliver, for filing to each licensing authority having jurisdiction over a professional service described in the domestic PLLC's articles or foreign PLLC's certificate of authority, an annual statement of qualification setting forth:
(1)
The names and usual business addresses of its members, holders of financial rights, or their equivalents, if any, directors, or their equivalents, if any, managers, or their equivalents, if any, and officers, or their equivalents, if any; and
(2)
Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under this part.
(b)
Delivery date.
The first qualification statement of a domestic or foreign PLLC required under this section shall be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which the domestic PLLC was formed, professional LLC status was elected for the PLLC, or the foreign PLLC was authorized to transact business in this state, as applicable. Subsequent qualification statements shall be delivered to the licensing authority between January 1 and April 1 of the following calendar years.
(c)
No additional information.
Any information required by a licensing authority, pursuant to this section, shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require a domestic PLLC to include in its articles, filed pursuant to §§
48-249-201
,
48-249-202
and
48-249-1103
, any information other than that which is specifically prescribed by §§
48-249-201
,
48-249-202
and
48-249-1103
, or to require a foreign PLLC to include in its application for certificate of authority, filed pursuant to §§
48-249-904
and
48-249-1124
, or any amendment of such certificate of authority, any information other than that which is specifically prescribed by §§
48-249-904
and
48-249-1124
.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1129 - Rules

Each licensing authority is empowered to promulgate rules expressly authorized by this part if the rules are consistent with the public interest or required by the public health or welfare, or by generally recognized standards of professional conduct.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1130 - Jurisdiction of licensing authority

This part does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct, except that, notwithstanding any other provision of this chapter, this part expressly provides that persons engaged in a professional service are expressly authorized to form or elect professional LLC status for a PLLC in which to conduct their business and limit their liability for the acts of others.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1131 - Amendment of existing laws and right to practice profession in other forms

Notwithstanding any other provision of this chapter, the prior laws of this state, with respect to the practice and regulation of professional services rendered by or through a domestic or foreign PLLC and the laws of this state relating to the regulation of professional services, are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with this chapter and are deemed amended to permit the provision of professional services within this state by domestic PLLCs and foreign PLLCs that are authorized to transact business in this state. This part does not affect an existing or future right or privilege to render professional services through the use of any other form of entity.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1132 - Reservation of power to amend or repeal

The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign PLLCs that are subject to this part are governed by the amendment or repeal.
Acts 2005, ch. 286, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1133 - Applicability - Savings clause

Section
48-249-1002
applies to domestic PLLCs, including domestic PLLCs formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, and LLCs formed under the Tennessee Limited Liability Company Act, for which professional LLC status has been elected under the Tennessee Limited Liability Company Act, and foreign PLLCs to the same extent as those provisions apply to other domestic and foreign LLCs.
Acts 2005, ch. 286, § 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 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-101 - Chapter definitions

As used in this chapter:
(1)
"Decentralized organization" means a decentralized organization, organized under this chapter;
(2)
"Digital asset" means:
(A)
An electronic record in which a person has a right or interest; and
(B)
Does not include an underlying asset or liability unless the asset or liability is itself an electronic record;
(3)
"Distributed ledger technology" means a distributed ledger protocol and supporting infrastructure, including blockchain, that uses a distributed, decentralized, shared, and replicated ledger, whether it be public or private, permissioned or permissionless, and that may include the use of electronic currencies or electronic tokens as a medium of electronic exchange;
(4)
"Electronic," relating to technology, means having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;
(5)
"Majority of the members" means the approval of more than fifty percent (50%) of participating membership interests in a vote for which a quorum of members is participating, excluding a person who dissociates from the organization as set forth in §
48-250-112
;
(6)
"Membership interest" means:
(A)
A member's ownership share in a member-managed decentralized organization, which may be defined in the entity's articles of organization, smart contract, or operating agreement; or
(B)
A digital asset, if designated as a membership interest in the organization's articles of organization or operating agreement;
(7)
"Publicly available identifier" includes, but is not limited to, a URL, contract address, published whitepaper, or other similar item that is available to the public;
(8)
"Quorum" means a minimum requirement on the sum of membership interests participating in a vote for that vote to be valid;
(9)
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; and
(10)
"Smart contract" means an event-driven computer program, that executes on an electronic, distributed, decentralized, shared, and replicated ledger that is used to automate transactions, including, but not limited to, transactions that:
(A)
Take custody over and instruct transfer of assets on that ledger;
(B)
Create and distribute electronic assets;
(C)
Synchronize information; or
(D)
Manage identity and user access to software applications.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-102 - Application of the Tennessee Revised Limited Liability Company Act

(a)
The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, applies to decentralized organizations to the extent not inconsistent with this chapter.
(b)
This chapter does not repeal or modify a statute or rule that applies to a limited liability company that is organized under the Tennessee Revised Limited Liability Company Act that does not elect to become a decentralized organization.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-103 - Decentralized organization status

(a)
A decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization as described in subsection (c).
(b)
A limited liability company formed under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, may convert to a decentralized organization by amending its articles of organization to include the statement described in subsection (c).
(c)
A statement in substantially the following form must appear conspicuously in the articles of organization of a decentralized organization:
NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS
The rights of members in a decentralized organization may differ materially from the rights of members in other limited liability companies. The Tennessee Decentralized Organization Supplement, underlying smart contracts, articles of organization, and operating agreement, if applicable, of a decentralized organization may define, reduce, or eliminate fiduciary duties and may restrict the withdrawal or resignation from the decentralized organization, or the transfer of ownership interests, return of capital contributions, or dissolution of the decentralized organization.
(d)
The registered name for a decentralized organization must include wording or abbreviation to denote its status as a decentralized organization, specifically "DO", "DAO", "DO LLC.", or "DAO LLC.".
(e)
A statement in the articles of organization may define the decentralized organization as either a member-managed decentralized organization or a smart contract-managed decentralized organization. If the type of decentralized organization is not provided for in the articles of organization, then the limited liability company is presumed to be a member-managed decentralized organization.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-104 - Formation

(a)
A person may form a decentralized organization by having at least one (1) member sign and deliver one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized organization does not need to be a member of the organization.
(b)
A decentralized organization must have and continuously maintain in this state a registered agent as provided in §
48-249-109
.
(c)
A decentralized organization may form and operate for a lawful purpose, regardless of whether for profit.
(d)
A smart contract-managed decentralized organization may only form under this chapter if the underlying smart contracts are able to be amended.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-105 - Articles of organization

(a)
The articles of organization of a decentralized organization must:
(1)
Include a statement that the organization is a decentralized organization, pursuant to §
48-250-103
;
(2)
Set forth the matters required by this chapter; and
(3)
Include a publicly available identifier of a smart contract directly used to manage, facilitate, or operate the decentralized organization.
(b)
Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized organization govern the following:
(1)
Relations among the members and between the members and the decentralized organization;
(2)
Rights and duties under this chapter of a person in that person's capacity as a member;
(3)
Activities of the decentralized organization and the conduct of those activities;
(4)
Means and conditions for amending the operating agreement;
(5)
Rights and voting rights of members;
(6)
Transferability of membership interests;
(7)
Withdrawal of membership;
(8)
Distributions to members prior to dissolution;
(9)
Amendment of the articles of organization;
(10)
Procedures for amending applicable smart contracts; and
(11)
All other aspects of the decentralized organization.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-106 - Amendment or restatement of articles of organization

Articles of organization must be amended when:
(1)
There is a change in the name of the decentralized organization;
(2)
There is a false or erroneous statement in the articles of organization; or
(3)
The decentralized organization's smart contracts have been amended.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-107 - Operating agreement

If the articles of organization or smart contract do not provide for a matter described in §
48-250-105
, then the operation of a decentralized organization may be supplemented by an operating agreement.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-108 - Management

Unless otherwise provided in the articles of organization or operating agreement, management of a decentralized organization is vested in:
(1)
The organization's members, if member-managed; or
(2)
The smart contract, if smart contract-managed.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-109 - Standards of conduct for members

Unless otherwise provided for in the articles of organization or operating agreement, a member of a decentralized organization does not have a fiduciary duty to the organization or another member; except, that the member is subject to the implied contractual covenant of good faith and fair dealing.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-110 - Membership interests for member-managed decentralized organizations - Voting

For purposes of §§
48-250-112
and
48-250-113
, and unless otherwise provided for in the articles of organization, smart contract, or operating agreement:
(1)
Membership interests in a member-managed decentralized organization are calculated by dividing a member's contribution of digital assets to the organization divided by the total amount of digital assets contributed to the organization at the time of a vote;
(2)
If members do not contribute digital assets to an organization as a prerequisite to becoming a member, each member possesses one (1) membership interest and is entitled to one (1) vote; and
(3)
A quorum requires no less than a majority of membership interests entitled to vote.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-111 - Right to information

A member does not have a right under this chapter to separately inspect or copy records of a decentralized organization, and the organization does not have an obligation to furnish information concerning the organization's activities, financial condition, or other circumstances to the extent the information is available on publicly available distributed ledger technology.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-112 - Disassociation of members

(a)
A member may only disassociate from a decentralized organization in accordance with the terms set forth in the articles of organization, the smart contracts, or, if applicable, the operating agreement.
(b)
A member of a decentralized organization is not able to have the organization dissolved for a failure to return the member's contribution to capital.
(c)
Unless the organization's articles of organization, smart contracts, or operating agreement provide otherwise, a disassociated member forfeits all membership interests in the decentralized organization, including governance or economic rights.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-113 - Dissolution

(a)
A decentralized organization is dissolved upon the occurrence of the following:
(1)
The period fixed for the duration of the organization expires;
(2)
By vote of the majority of the members of a member-managed decentralized organization;
(3)
At the time or upon the occurrence of events specified in the underlying smart contracts, or articles of organization, or operating agreement;
(4)
The decentralized organization failed to approve proposals or take actions for a period of one (1) year; or
(5)
By order of the secretary of state, if the decentralized organization is deemed to no longer perform a lawful purpose.
(b)
As soon as possible following the occurrence of an event specified in subsection (a), the organization must execute a statement of intent to dissolve in the form prescribed by the secretary of state.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-114 - Miscellaneous

(a)
The articles of organization and the operating agreement of a decentralized organization are effective as statements of authority.
(b)
If the articles of organization and operating agreement conflict, then the articles of organization control.
(c)
If the articles of organization and smart contract conflict, then the smart contract controls, except for provisions that comply with §§
48-250-104
and
48-250-105(a) and (b)
.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 250 - BLOCKCHAINS (§§ 48-250-101 — 48-250-115) › Section 48-250-115 - Foreign decentralized organization

The secretary of state shall not issue a certificate of authority for a decentralized organization based outside of the United States or its territories.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
2023 Tennessee Code › Title 49 - EDUCATION (§§ 49-1-NEW — 49-50-1703) › Chapter 1 - STATE ADMINISTRATION (§§ 49-1-NEW — 49-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 49-1-NEW — 49-1-107) › Section 49-1-NEW - [Newly enacted section not yet numbered] (§ 49-1-NEW) › 1

(a)
The department of education shall submit interpretations and directives from the United States department of education regarding the implementation of department rules that provide guidance to this state to the chair of the government operations committee of the house of representatives, the chair of the government operations committee of the senate, the chair of the education instruction committee of the house of representatives, the chair of the education administration committee of the house of representatives, the chair of the education committee of the senate, the speaker of the house of representatives, and the speaker of the senate.
(b)
The chairs of the government operations committees shall disseminate the interpretations and directives submitted by the department of education as prescribed in subsection (a) to the members of the joint government operations rule review committees prior to each rule review meeting scheduled by the committee for the month following the submission of the interpretations and directives.
Added by 2024 Tenn. Acts, ch. 722,s 1, eff. 7/1/2024.
2023 Tennessee Code › Title 49 - EDUCATION (§§ 49-1-NEW — 49-50-1703) › Chapter 1 - STATE ADMINISTRATION (§§ 49-1-NEW — 49-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 49-1-NEW — 49-1-107) › Section 49-1-NEW - [Newly enacted section not yet numbered] (§ 49-1-NEW) › 2

By October 15, 2024, and each October 15 thereafter, the department shall notify each LEA in writing of all state and federal grants available to assist the LEA in expanding mental health services and resources in schools, including, but not limited to, grants that may be available through Title IV, Part A of the Elementary and Secondary Education Act (ESEA) for purposes of the Bipartisan Safer Communities Act (Pub. L. No. 117-159). The notice must include relevant information about each available grant program and outline the process for the LEA to apply for any available grant funds.
Added by 2024 Tenn. Acts, ch. 1029,s 1, eff. 5/28/2024.
2023 Tennessee Code › Title 49 - EDUCATION (§§ 49-1-NEW — 49-50-1703) › Chapter 1 - STATE ADMINISTRATION (§§ 49-1-NEW — 49-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 49-1-NEW — 49-1-107) › Section 49-1-101 - System established

There is established a system of public education.
Acts 1925, ch. 115, § 1; Shan. Supp., § 1487a15; mod. Code 1932, § 2306; T.C.A. (orig. ed.), § 49-101.
2023 Tennessee Code › Title 49 - EDUCATION (§§ 49-1-NEW — 49-50-1703) › Chapter 1 - STATE ADMINISTRATION (§§ 49-1-NEW — 49-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 49-1-NEW — 49-1-107) › Section 49-1-102 - Administration generally

(a)
The system of public education in this state is governed in accordance with laws enacted by the general assembly and under rules, policies, standards, and guidelines adopted by the state board of education that are necessary for the proper operation of public education in pre-kindergarten through grade twelve (pre-K-12). The state board shall formulate the rules, policies, standards, and guidelines with assistance from the commissioner of education, as the state board may request.
(b)
The commissioner shall perform the duties assigned to the commissioner by law and is responsible for the administration, implementation, supervision, and enforcement of the rules, policies, standards, and guidelines of the state board of education.
(c)
There shall be a local public school system operated in each county or combination of counties. There may be a local public school system operated in a municipality or special school district. Any local public school system shall be administered by:
(1)
A local board of education; and
(2)
A director of schools.
(d)
In the event the local public school system is a multi-county system, the system shall be administered by an elected nine-member board of education and a director appointed by the board.
Amended by 2021 Tenn. Acts, ch. 493, s 1, eff. 5/25/2021.
Acts 1925, ch. 115, § 2; Shan. Supp., § 1487a16; Code 1932, § 2307; Acts 1974, ch. 654, § 1; 1979, ch. 20, § 1; T.C.A. (orig. ed.), § 49-102; Acts 1984 (1st Ex. Sess.), ch. 6, § 2; 1992, ch. 535, § 63.
2023 Tennessee Code › Title 49 - EDUCATION (§§ 49-1-NEW — 49-50-1703) › Chapter 1 - STATE ADMINISTRATION (§§ 49-1-NEW — 49-1-1208) › Part 1 - GENERAL PROVISIONS (§§ 49-1-NEW — 49-1-107) › Section 49-1-103 - Title definitions

As used in this title, unless the context otherwise requires:
(1)
"Board," "local board," or "local board of education" means the board of education that manages and controls the respective local public school system; and
(2)
"Local education agency (LEA)," "school system," "public school system," "local school system," "school district," or "local school district" means any county school system, city school system, special school district, unified school system, metropolitan school system or any other local public school system or school district created or authorized by the general assembly.
Acts 1925, ch. 115, § 2; Shan. Supp., § 1487a16; Code 1932, § 2307; Acts 1974, ch. 654, § 1; 1979, ch. 20, § 1; T.C.A. (orig. ed.), § 49-102.