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 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-111 - Resignation of registered agent

(a)
Resignation of registered agent.
A registered agent of a domestic or foreign LLC may resign the appointment, by filing a statement of resignation with the secretary of state, signed by the registered agent, that includes a certification that the agent has mailed a copy of the statement of resignation to the principal executive office of the affected domestic or foreign LLC by certified mail. The statement may indicate that the registered office is also discontinued.
(b)
Effective date of resignation.
The agency appointment is terminated, and the registered office discontinued, if so provided, on the date on which the statement described in subsection (a) is filed with 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 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-112 - Service on LLC

(a)
Agent for service of process.
A domestic or foreign LLC's registered agent is the agent for the domestic or foreign LLC for service of process, notice or demand, required or permitted by law to be served on the domestic or foreign LLC.
(b)
Secretary of state is default agent.
Whenever a domestic or foreign LLC authorized to transact business in this state fails to appoint or maintain a registered agent in this state, whenever the registered agent of a domestic or foreign LLC cannot be found with reasonable diligence, whenever a foreign LLC transacts business or conducts affairs in this state without first obtaining a certificate of authority from the secretary of state, or whenever the certificate of authority of a foreign LLC has been cancelled or revoked, then the secretary of state shall be an agent of such LLC upon whom any process, notice or demand may be served.
(c)
Special agent for workers' compensation.
Whenever a domestic or foreign LLC authorized to transact business in this state is an employer, within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and the domestic or foreign LLC is, for the purpose of the Workers' Compensation Law, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the domestic or foreign LLC shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and such commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any workers' compensation action or legal proceeding against it may be served, as is required of insurance companies by §
56-2-103
.
(d)
Not exclusive means of service.
This section does not prescribe the only means, or necessarily the required means, of service on a domestic or foreign LLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 19.
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 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-116 - LLC as legal entity

An LLC is a legal entity distinct from its members.
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 2 - FORMATION, ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT (§§ 48-249-201 — 48-249-205) › Section 48-249-201 - Formation

(a)
Formation.
One (1) or more persons acting as organizers may form an LLC by filing articles for the LLC with the secretary of state that contain the information required by §
48-249-202
. Unless a delayed effective date, or an occurrence of a future event, is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date, or an occurrence of a future event, is specified in the manner permitted by §
48-249-202(a)(7)
, the LLC is formed and its existence begins at the future date specified in the articles, or on the occurrence of the future event specified in the articles, neither of which may be or may occur more than ninety (90) days from the initial filing of the articles.
(b)
Conclusive proof of formation.
If the date of formation is the date of filing of the articles, or a later date specified in the articles at the time of filing, filing of the articles with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation as of the date of filing, or the specified later date, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily.
(c)
Certificate of formation.
If the date of formation of the LLC is to be the date of a future event specified in the articles, the organizers or any member may, within thirty (30) days after the date the future event occurs, file a certificate of formation that states that the LLC was formed and that sets forth the date of formation. The filing of the certificate of formation with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the effective date of the formation, and the conclusive effect of the filing, pursuant to this subsection (c), shall be presumed to have occurred on the ninetieth day following the date of filing of the articles. Such presumption, however, may be rebutted.
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 2 - FORMATION, ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT (§§ 48-249-201 — 48-249-205) › Section 48-249-203 - Operating agreement

(a)
General.
Except as otherwise provided in §
48-249-205
, all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers and the LLC, as applicable. Persons other than members, including holders of financial rights, may, but need not, also enter into the operating agreement. The LLC also may be a party to the operating agreement. An operating agreement may be entered into either before, after or at the time of filing of articles of organization, and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the LLC, or at a later time or date provided in the operating agreement. Except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise, an operating agreement need not be in writing. The written provisions of an operating agreement need not be set out in a single integrated document.
(b)
Judicial remedy.
A court of equity may enforce an operating agreement by injunction, or by other equitable relief determined by the court, in its discretion, to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when §
48-249-601
is applicable, a court of equity may conduct or continue the dissolution, winding up and termination of the LLC.
(c)
Single-member LLC.
An LLC with a single member may adopt, and, if so, shall be bound by, an operating agreement between the member and the LLC.
(d)
LLC bound.
An LLC is bound by an operating agreement, even if the LLC is not a signatory to the agreement.
(e)
Binding on subsequent members and holders.
The articles or the written provisions of an operating agreement of an LLC adopted under subsection (a) may provide that the written provisions of the LLC's operating agreement shall be binding upon a person who thereafter becomes a member or holder, without executing an existing operating agreement, if the new member or holder otherwise complies with the conditions for becoming a member or holder, as set forth in the LLC documents of such LLC.
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 2 - FORMATION, ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT (§§ 48-249-201 — 48-249-205) › Section 48-249-204 - Amendment or restatement of articles of organization - Amendment of operating agreement

(a)
Amendment procedure.
Articles of organization of an LLC may be amended at any time, by filing articles of amendment with the secretary of state. The articles of amendment shall set forth the:
(1)
Name of the LLC;
(2)
Date of each amendment's adoption; and
(3)
Text of each amendment to the articles.
(b)
Restatement.
An LLC may restate its articles of organization at any time. Restated articles of organization shall be designated as such in the heading; provided, that, if the restatement also contains one (1) or more amendments to the articles, the restatement shall be designated in the heading as "Amended and Restated Articles of Organization." An LLC restating its articles shall file the restated articles with the secretary of state, together with a certificate setting forth the name of the LLC and the date of approval by the LLC of the restatement. If the restatement contains any amendments to the articles, such certificate shall also set forth the text of each amendment and the date of its adoption. The restated articles shall contain all the requirements of articles as set out in §
48-249-202
. Duly adopted and restated articles supersede the original articles and all prior amendments to the articles. The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by this subsection (b).
(c)
Approval.
Any amendment to an LLC's articles shall be approved by all of the members; provided, however, that amendment of any of the matters set forth in the articles under any of §
48-249-202(a)(1), (a)(2), (a)(3) or (a)(5)
only need be approved by a majority vote of the members. A restatement of the articles, to the extent not also involving an amendment of the articles, may be approved by action under §
48-249-401(a)(2), (b)(2) or (c)(2)
, as applicable. Any amendment to an LLC's operating agreement shall be approved by the method provided in its LLC documents. If the LLC documents do not provide for the method by which an operating agreement may be amended, all of the members shall approve any amendment to the operating agreement.
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 3 - FINANCE (§§ 48-249-301 — 48-249-309) › Section 48-249-301 - Contribution and acceptance

(a)
Permissible forms.
A contribution to an LLC may consist of tangible or intangible property or other benefit to the LLC, including money, a promissory note, services performed, or an obligation or agreement to contribute money or property, or to perform services.
(b)
Signed writing required.
A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor, unless it is in writing and signed by the prospective contributor.
(c)
Acceptance required.
Neither a purported contribution nor an offer of consideration to make a contribution shall be treated as a contribution to an LLC until:
(1)
The contribution is accepted by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC; and
(2)
The amount and value of the contribution are recorded in the LLC documents or the records of the LLC.
(d)
Required determinations.
The amount, the terms and conditions of payment or performance, and the value and adequacy of the consideration to an LLC for each contribution, shall be determined by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC. The determination of the amount, value and adequacy of the consideration to an LLC for a contribution is valid and binding, if made in good faith and on the basis of accounting methods or a fair valuation or other method, including agreement as to value by the contributor and the LLC, as provided in this section, reasonable in the circumstances. Inclusion of the amount of a contribution and the value of the consideration for a contribution in the LLC documents or the records of the LLC is evidence of the acceptance of the amount and the value of a contribution.
(e)
Required approval.
The vote or consent of the members required to accept a contribution shall be the same as the vote or consent required to admit a member under §
48-249-501
.
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 3 - FINANCE (§§ 48-249-301 — 48-249-309) › Section 48-249-302 - Liability for contributions

(a)
Obligation to perform.
A member or other person who has agreed in writing to make a contribution of tangible or intangible property or other benefit to, or to perform services for, an LLC is obligated to make that contribution, even if the member or other person is unable to perform personally because of death, disability or any other reason.
(b)
Option to require cash.
If a member or other person does not make a required contribution of property or services, then, at the option of the LLC to which the member or other person is obligated, the member or the other person shall be obligated to contribute money equal to the value, as stated in the LLC documents or the records of the LLC, of the portion of the required contribution that has not been made. This option of the LLC is in addition to, and not in lieu of, any other rights and remedies, including the right to specific performance, that the LLC or its members may have against such member or other person, whether under this chapter, under the LLC documents, or otherwise.
(c)
Enforcement by creditor.
A creditor of an LLC that extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under §
48-249-401(f)(3)
, may enforce the original obligation.
(d)
Remedies on default.
The LLC documents may provide that the interest of any member or other person who fails to make any contribution that the member or other person is obligated to make to an LLC shall be subject to specified penalties for, or specified consequences of, such failure. Such a penalty or consequence may take the form of:
(1)
Reducing or eliminating the defaulting member's or person's proportional interest in the LLC;
(2)
Subordinating the interest of the defaulting member or other person to that of nondefaulting members or other persons;
(3)
Forcing a sale of the interest of the defaulting member or other person;
(4)
Causing forfeiture of the interest of the defaulting member or other person;
(5)
Permitting other members or persons to lend to the LLC the amount necessary to satisfy the obligation of the defaulting member or other person, and charging interest on the borrowed amount, at a rate up to the highest rate allowed by law, with repayments of the loans being made from the distributions allocable to the interest of the defaulting member or other person;
(6)
Fixing the value of the interest of the defaulting member or other person by appraisal or by formula and redemption, or selling the interest of the defaulting member or other person at that fixed value; or
(7)
Any other penalty or consequence.
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 3 - FINANCE (§§ 48-249-301 — 48-249-309) › Section 48-249-304 - Sharing of and rights to profits and losses

(a)
LLC documents control.
Any profits and losses of an LLC shall be allocated among the members and holders of financial rights in the manner provided in the LLC documents.
(b)
LLC documents silent.
If the LLC documents do not provide for allocations of profits and losses, profits and losses shall be allocated among the members and holders of financial rights in equal shares.
(c)
Record date.
The LLC documents may provide for a record date with respect to allocations of profits and losses.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 23.
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 3 - FINANCE (§§ 48-249-301 — 48-249-309) › Section 48-249-305 - Sharing of and rights to distributions

(a)
LLC documents control.
Any distributions by an LLC shall be allocated and distributed among the members and holders of financial rights in the manner provided in the LLC documents.
(b)
LLC documents silent.
If the LLC documents do not provide for the allocations of distributions, then distributions, including distributions on termination of the LLC, except as provided in §
48-249-620
, shall be allocated among the members and holders of financial rights in equal shares.
(c)
Record date.
The LLC documents may provide for a record date with respect to distributions.
(d)
In kind distributions.
Neither a member nor a holder has a right to demand or receive a distribution in kind, regardless of the contribution of the member or holder. Neither a member nor a holder may be compelled to accept a distribution of any asset in kind from an LLC, to the extent that the percentage of the asset distributed to the member or holder exceeds a percentage of that asset that is equal to the percentage in which the member or holder shares in distributions from the LLC.
(e)
Status of recipient.
If a member or holder of financial rights becomes entitled to receive a distribution, the member or holder of financial rights has the status of, and is entitled to all remedies available to, a general, unsecured creditor of the LLC with respect to the distribution.
(f)
Entitlement to receive distributions.
A member or holder of financial rights is entitled to receive distributions before dissolution, only as provided by the LLC documents or by a majority vote of the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC, as applicable.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 24.
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 3 - FINANCE (§§ 48-249-301 — 48-249-309) › Section 48-249-307 - Liability for unlawful distributions

(a)
Personal liability for approving.
A member, manager or director of an LLC who votes for or consents to a distribution made in violation of §
48-249-306
or the LLC documents is personally liable to the LLC for the amount of the distribution that exceeds the amount that could have been distributed without violating §
48-249-306
or the LLC documents, if such member, manager or director did not comply with the applicable standards of conduct for such member, manager or director, as set forth in §
48-249-403
.
(b)
Personal liability for receiving.
A member or holder of financial rights who receives a distribution, and who knows the distribution was made in violation of §
48-249-306
or the LLC documents, is personally liable to the LLC, but only to the extent that the distribution received by the member or holder of financial rights exceeded the amount that could have been properly distributed under §
48-249-306
or the LLC documents.
(c)
Permitted impleader.
A member, holder of financial rights, manager or director against whom an action is brought under this section may implead in the action all:
(1)
Other members, holders of financial rights, managers and directors who voted for or consented to the distribution in violation of subsection (a), and may compel contribution from them; and
(2)
Members and holders of financial rights who received a distribution in violation of subsection (b), and may compel contribution from the members or holders of financial rights in the amount received in violation of subsection (b).
(d)
Time limitation.
A member or holder of financial rights who receives a distribution from an LLC or a member, manager or director who votes for or consents to the distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 25, 26.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 4 - MANAGEMENT (§§ 48-249-401 — 48-249-407) › Section 48-249-405 - Voting and meetings

(a)
Voting power.
Each member, manager or director, as applicable, of an LLC shall have equal voting power per capita with each other member, manager or director.
(b)
Procedures.
The LLC documents may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, consented to or approved by any members, managers or directors, as applicable, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, in the case of members or managers, or any other matter with respect to the exercise of any such right to vote.
(c)
Action on written consent.
(1)
On any matter that, under this chapter or under the LLC documents, is to be voted on, consented to or approved by members, managers or directors, as applicable, the members, managers or directors, as applicable, may take such action without a meeting, without prior notice and without a vote, if consent or consents in writing, setting forth the action so taken is signed:
(A)
In the case of the members or managers, by the members or managers, as applicable, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members or managers, as applicable, entitled to vote on the matter were present and voted; or
(B)
In the case of the directors, by all directors entitled to vote on the matter.
(2)
A consent transmitted by electronic transmission by a member, manager or director, or by a person or persons authorized to act for the member or manager, as applicable, shall be deemed to be written and signed for purposes of this subsection (c). For purposes of this subsection (c), the term "electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process. Prompt notice of the taking of LLC action without a meeting by less than unanimous written consent of the members or managers, as applicable, shall be given to any member or manager, as applicable, entitled to vote on the matter that did not sign such written consent; provided, however, that the failure to give such notice shall not affect the validity of the action taken.
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 4 - MANAGEMENT (§§ 48-249-401 — 48-249-407) › Section 48-249-406 - Required records

An LLC shall keep, at its principal executive office or at another place or places within the United States determined by the members of a member-managed LLC, the managers of a manager-managed LLC, or the directors of a director-managed LLC:
(1)
A current list of the full name and last known business, residence or mailing address of each member, each manager or director, as applicable, and each officer, if any, of the LLC, together with the taxpayer identification number of each member of the LLC;
(2)
A current list of the full name and last known business, residence or mailing address of each holder of financial rights of the LLC, and a description of the financial rights held, together with the taxpayer identification number of each holder of financial rights of the LLC;
(3)
A copy of the articles of the LLC and all amendments to the articles;
(4)
A copy of any currently effective written operating agreement of the LLC;
(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 information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC for the three (3) most recent fiscal years;
(7)
Records of all proceedings of the members and of the holders, if any, of the LLC;
(8)
Any written consents obtained from the members or from the holders, if any, of the LLC;
(9)
Records of all proceedings of the managers or board of directors, as applicable, of the LLC for the last three (3) years;
(10)
A statement of all contributions accepted by the LLC under §
48-249-301
, the identity of the contributor and the agreed value of each contribution;
(11)
A copy of all contribution agreements created under §
48-249-301
to which the LLC is bound; and
(12)
A copy of the LLC's most recent annual report filed with the secretary of state under §
48-249-1017
.
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 4 - MANAGEMENT (§§ 48-249-401 — 48-249-407) › Section 48-249-407 - Limitation on actions for breach of fiduciary duties

Any action alleging breach of fiduciary duties by members, managers, directors or officers, including alleged violations of the standards established in §
48-249-403
or §
48-249-404
, must be brought within one (1) year from the date of the breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date the alleged breach or violation was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered.
Acts 2006, ch. 620, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 5 - ADMISSION OF MEMBERS - MEMBERSHIP INTERESTS - TRANSFEREES AND CREDITORS OF MEMBERS (§§ 48-249-501 — 48-249-509) › Section 48-249-501 - Admission of members

(a)
Admission at formation.
In connection with the formation of an LLC, a person is admitted as a member of the LLC upon the later to occur of:
(1)
The formation of the LLC under §
48-249-201
; or
(2)
The time provided in and upon compliance with the LLC documents, or, if the LLC documents do not so provide, the time at which the person's admission is reflected in the records of the LLC.
(b)
Admission after formation.
After an LLC is formed, all members shall approve the admission of a new person as a member, the membership interest of such person and the contribution of such person. All consents under this subsection (b) may be unreasonably withheld and are in the sole discretion of the members.
(c)
Single member LLCs.
An LLC may have one (1) or more members.
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 5 - ADMISSION OF MEMBERS - MEMBERSHIP INTERESTS - TRANSFEREES AND CREDITORS OF MEMBERS (§§ 48-249-501 — 48-249-509) › Section 48-249-502 - Nature of membership interest and statement of interest owned

(a)
Nature of membership interest.
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.
(b)
Statement of interest owned.
At the request of any member or holder of financial rights in an LLC, the LLC shall state in writing the particular membership interest or financial rights, or portion of the membership interest or financial rights, owned by such member or holder as of the time the LLC makes the statement. The statement shall describe such person's rights, if any, to vote, to share in profits and losses, and to share in distributions, as well as any transfer of the member's or holder's rights then in effect. The statement shall not be deemed to be a security, as defined in §
47-8-102(a)
, 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 or financial rights may be effected.
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 5 - ADMISSION OF MEMBERS - MEMBERSHIP INTERESTS - TRANSFEREES AND CREDITORS OF MEMBERS (§§ 48-249-501 — 48-249-509) › Section 48-249-504 - Termination of membership interest in contravention of LLC documents

(a)
If the membership interest of a member is terminated by the member in contravention of the LLC documents, then:
(1)
Forfeiture of governance rights.
The member forfeits all the member's governance rights in the LLC, including in the winding up and termination process of the LLC; and
(2)
Liability for damages.
The member is liable for damages incurred by all the other members, holders and the LLC due to the wrongful termination. Such damages and all other amounts owing to the LLC, whether or not currently due, arising from the wrongful termination, may be offset against any amount owing from the LLC to the wrongfully terminating member.
(b)
Nothing in this section shall be deemed to provide a member with the power to terminate the member's membership interest, if the LLC documents negate or, pursuant to §
48-249-503(b)(1)
, are deemed to negate the power.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 5 - ADMISSION OF MEMBERS - MEMBERSHIP INTERESTS - TRANSFEREES AND CREDITORS OF MEMBERS (§§ 48-249-501 — 48-249-509) › Section 48-249-507 - Transfer of financial rights

(a)
Transferability of financial rights.
Except as provided in subsection (c) the financial rights of a member or a holder of financial rights are transferable in whole or in part.
(b)
Effect of transfer of financial rights.
A transfer of the financial rights of a member or a holder of financial rights entitles the transferee to receive, to the extent transferred, only the share of profits and losses and the distributions to which the transferor would otherwise be entitled, together with the right to transfer further the financial rights so transferred. A transfer of the financial rights of a member or a holder of financial rights does not dissolve the LLC and does not entitle or empower the transferee to become a member, to cause a dissolution, or to exercise any governance rights. Any attempt by the transferee to become a member, cause a dissolution or exercise any governance rights shall be null and void.
(c)
Restrictions on transfer of financial rights.
(1)
A restriction on the transfer of financial rights may be imposed in the LLC documents, by a written resolution adopted by all the members, or by a written agreement among, or other written action by, all the members, and, if so provided in the LLC documents, holders of financial rights.
(2)
A restriction on the transfer of financial rights referenced in subdivision (c)(1) is enforceable against the owner of the restricted financial rights. A written restriction on the transfer of financial rights that is set forth in the LLC documents may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a personal representative, whether or not such successor or transferee of the owner had actual notice of the restricted financial rights. Except for a written restriction in the LLC documents, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
(d)
Effective date of transfer.
Any permissible transfer of financial rights under this section shall be effective as to and binding on the LLC, only when the transferee's name, address, taxpayer identification number and the nature and extent of the transfer are reflected in the LLC documents or the records of the LLC.
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 5 - ADMISSION OF MEMBERS - MEMBERSHIP INTERESTS - TRANSFEREES AND CREDITORS OF MEMBERS (§§ 48-249-501 — 48-249-509) › Section 48-249-509 - Rights of judgment creditor

On application to a court of competent jurisdiction by any judgment creditor of a member or holder of financial rights, 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 a transferee of such person's financial rights under §
48-249-507
. This section does not deprive any member, holder or transferee of financial rights of the benefit of any exemption laws applicable to the membership interest or financial rights. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest or financial rights.
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 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-601 - Dissolution

(a)
Events causing dissolution.
An LLC is dissolved upon the first to occur of the following:
(1)
If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of an LLC that is administratively dissolved pursuant to §
48-249-604
by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to §
48-249-606
;
(2)
The occurrence of an event specified in the LLC documents;
(3)
An action of the members in accordance with §
48-249-603
;
(4)
An action of the organizers under §
48-249-602
;
(5)
An order of a court under §
48-249-616
or
48-249-617
;
(6)
An action of the secretary of state under §
48-249-605
; or
(7)
At any time there are no members if:
(A)
The LLC files a notice of dissolution as provided in §
48-249-609
, within ninety (90) days after the occurrence of the event that terminated the membership interest of the last remaining member, which notice of dissolution may be signed on behalf of the LLC by the personal representative of the last remaining member; and
(B)
The LLC documents specify that the termination of the membership interest of the last remaining member dissolves the LLC; provided, that if such notice of dissolution is not filed or the LLC documents do not provide for dissolution in that event, the LLC is not dissolved and is not required to be wound up and the personal representative of the last remaining member is automatically substituted as a member for the last remaining member, effective as of the occurrence of the event that terminated the membership interest of the last remaining member. Notwithstanding this subdivision (a)(7)(B), the LLC documents may specify that any person may be substituted as a member for the last remaining member, effective as of the date of the event that causes the termination of membership interest of the last remaining member.
(b)
Events not causing dissolution.
The termination, dissociation, death, incapacity, withdrawal, retirement, resignation, expulsion, bankruptcy or dissolution of any member, or the occurrence of any other event that terminates the membership interest of any member, shall not cause the LLC to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the LLC shall be continued without dissolution.
(c)
Effect of dissolution.
An LLC dissolved by any of the dissolution events specified in subsection (a) shall be wound up, and its existence shall be terminated as provided in this part.
Amended by 2016 Tenn. Acts, ch. 688,s 9, eff. 7/1/2016.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-602 - Nonjudicial termination by organizers

(a)
Articles of termination.
An LLC that has not accepted contributions may be dissolved and its existence terminated by the organizers, if a majority of the organizers sign and file articles of termination with the secretary of state containing:
(1)
The name of the LLC;
(2)
The date of formation of the LLC;
(3)
A statement that contributions have not been accepted by the LLC; and
(4)
A statement that no debts of the LLC remain unpaid.
(b)
The secretary of state shall file the articles of termination of the LLC if the secretary of state finds that the articles:
(1)
Comply with subsection (a); and
(2)
Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(c)
When the articles of termination have been filed in accordance with subsection (b), the existence of the LLC is terminated.
Acts 2005, ch. 286, § 1; 2009, ch. 349, §§ 5, 6; 2010, ch. 741, § 38.
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 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-603 - Nonjudicial dissolution by members

(a)
Manner of dissolution.
An LLC may be dissolved by the members:
(1)
Upon any event of dissolution set forth in the LLC documents or this chapter requiring member action;
(2)
By any procedures set forth in the LLC documents; or
(3)
By the members, when authorized in the manner set forth in this section.
(b)
Approval.
(1)
The proposed dissolution of the LLC shall be submitted for approval at a meeting of members. Notice, in accordance with this chapter and the LLC documents, shall be given to each member, whether or not entitled to vote at a meeting of members, and whether the meeting is a regular or a special meeting. Such notice shall state that a purpose of the meeting is to consider dissolving the LLC, and that dissolution shall be followed by the winding up and termination of the LLC.
(2)
If the proposed dissolution of the LLC is approved at a meeting of the members by a majority vote, or such other vote as may be provided for in the LLC documents, the LLC shall be dissolved and notice of dissolution shall be filed with the office of the secretary of state under §
48-249-609
.
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 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-604 - Grounds for administrative dissolution

The secretary of state may commence a proceeding under §
48-249-605
, to administratively dissolve the LLC, if:
(1)
The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2)
The LLC is without a registered agent or registered office in this state for two (2) months or more;
(3)
The name of an LLC contained in a document filed under this chapter fails to comply with §
48-249-106
;
(4)
The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5)
The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment;
(6)
A director, officer, manager, member or other representative of an LLC signed a document such person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or
(7)
A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence.
Amended by 2016 Tenn. Acts, ch. 688,s 10, eff. 7/1/2016.
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 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-605 - Procedure for and effect of administrative dissolution

(a)
Notice of grounds.
If the secretary of state determines that one (1) or more grounds exist under §
48-249-604
for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination, in accordance with §
48-249-113(a)
, except that determination may be sent by first class mail.
(b)
Dissolution after notice.
If the LLC does not correct each ground for administrative dissolution or demonstrate, to the reasonable satisfaction of the secretary of state, that each ground determined by the secretary of state does not exist, within two (2) months after the secretary of state's service of the communication of the determination in the same manner as is permitted under subsection (a), the secretary of state shall administratively dissolve the LLC, by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC, in the same manner as is permitted under subsection (a).
(c)
Effect of administrative dissolution.
An LLC that has been administratively dissolved continues its existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs under §
48-249-601
and notify claimants under §
48-249-611
.
(d)
Effect on registered agent and registered office.
The administrative dissolution of an LLC does not terminate the designation or authority of its registered agent or registered office.
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 6 - DISSOLUTION AND WINDING UP OF THE LLC (§§ 48-249-601 — 48-249-623) › Section 48-249-606 - Reinstatement following administrative dissolution

(a)
Application for reinstatement.
An LLC administratively dissolved under §
48-249-605
may apply to the secretary of state for reinstatement following administrative dissolution. The application shall:
(1)
Be accompanied by a confirmation of good standing relative to such LLC;
(2)
State the name of the LLC at its date of administrative dissolution;
(3)
State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4)
State a name for the LLC that satisfies the requirements of §
48-249-106
.
(b)
Certificate of reinstatement.
(1)
If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the LLC in accordance with §
48-249-113(a)
, except that the copy of the certificate may be sent by first class mail.
(2)
If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles of the LLC insofar as it pertains to the LLC's name.
(c)
Relation back of reinstatement.
When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.
Acts 2005, ch. 286, § 1; 2010, ch. 741, §§ 39, 40; 2011, ch. 99, §§ 14-16.