2021 Tennessee Code
Title 48 - Securities, Corporations and Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act

Part 1 - General Provisions

§ 48-249-101. Short Title - This chapter shall be known and may be cited as...

§ 48-249-102. Chapter Definitions - As used in this chapter, unless the context otherwise requires:...

§ 48-249-116. Llc as Legal Entity - An LLC is a legal entity distinct from its members.

Part 2 - Formation, Articles of Organization and Operating Agreement -

Part 3 - Finance -

Part 4 - Management

§ 48-249-406. Required Records - An LLC shall keep, at its principal executive office or...

§ 48-249-407. Limitation on Actions for Breach of Fiduciary Duties - Any action alleging breach of fiduciary duties by members, managers,...

Part 5 - Admission of Members — Membership Interests — Transferees and Creditors of Members

§ 48-249-506. Determination of Fair Value - If an LLC is required or elects to purchase a...

§ 48-249-509. Rights of Judgment Creditor - On application to a court of competent jurisdiction by any...

Part 6 - Dissolution and Winding Up of the Llc

§ 48-249-604. Grounds for Administrative Dissolution - The secretary of state may commence a proceeding under §...

§ 48-249-614. Effective Date and Effect of Articles of Termination - When the articles of termination have been filed with the...

§ 48-249-615. Supervised Winding Up and Termination Following a Nonjudicial Dissolution - After an event of dissolution has occurred, and before articles...

§ 48-249-616. Judicial Intervention - A court may grant any equitable relief it considers just...

§ 48-249-621. Omitted Assets - Title to assets remaining after payment of all debts, obligations,...

§ 48-249-622. Right to Sue or Defend After Termination - After the existence of an LLC has been terminated, any...

§ 48-249-623. Reinstatement Within Certain Amount of Time — Amendment of Charter — Application for Reinstatement - A LLC that has been administratively dissolved by the expiration...

Part 7 - Merger, Conversion and Transfer of Assets

§ 48-249-701. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-249-706. Contractual Appraisal Rights - The LLC documents, or an agreement or plan of merger,...

Part 8 - Derivative Proceedings and Equitable Remedies

§ 48-249-802. Complaint - A complaint in a proceeding brought in the right of...

§ 48-249-803. Discontinuance - A proceeding commenced under this part may not be discontinued...

§ 48-249-805. Equitable Remedies - If an LLC, or any officer, manager, director or member,...

Part 9 - Foreign Limited Liability Companies

§ 48-249-901. Governing Law - Subject to the Constitution of Tennessee:

§ 48-249-906. Amendments to the Certificate of Authority - If any statement in the application for a certificate of...

§ 48-249-908. Revocation of Certificate of Authority - The secretary of state may commence a proceeding under §...

§ 48-249-910. Reinstatement Following Administrative Revocation - then the secretary of state shall reinstate the certificate of...

§ 48-249-914. Enjoined From Doing Business - The attorney general and reporter shall, upon the attorney general...

Part 10 - Miscellaneous

§ 48-249-1001. Reservation of Power to Amend or Repeal - The general assembly has the power to amend or repeal...

§ 48-249-1003. Llc Tax Classification - For purposes of all state and local Tennessee taxes, a...

§ 48-249-1007. Filing, Service and Copying Fees - Document Fee

§ 48-249-1011. Evidentiary Effect of Copy of Filed Document - A certificate attached or certification affixed to a copy of...

§ 48-249-1014. Penalty for Transacting Business in Tennessee in Violation of Articles - In the event an LLC is prohibited from transacting business...

§ 48-249-1015. Powers - The secretary of state has the power reasonably necessary to...

§ 48-249-1016. Deputies of Secretary of State - An act of a duly authorized deputy of the secretary...

§ 48-249-1018. Construction - No strict construction. The rule that statutes in derogation of...

Part 11 - Professional Limited Liability Companies

§ 48-249-1101. Applicability - Parts 1-10 of this chapter apply to domestic and foreign...

§ 48-249-1102. Part Definitions - As used in this part, unless the context otherwise requires:

§ 48-249-1115. Termination of Membership Interest or Financial Rights of a Disqualified Person - If the membership interest or financial rights of a member...

§ 48-249-1116. Disqualification of Members and Other Persons - If any member or holder of financial rights of a...

§ 48-249-1117. Directors, Managers and Officers - If persons other than qualified persons are permitted by the...

§ 48-249-1118. Privilege - A privilege applicable to communications between an individual rendering professional...

§ 48-249-1121. Cessation of Professional Services - If a domestic PLLC ceases to render professional services, it...

§ 48-249-1122. Dissolution - The attorney general and reporter may commence a proceeding to...

§ 48-249-1124. Application for a Certificate of Authority - The application of a foreign PLLC for a certificate of...

§ 48-249-1125. Revocation - The secretary of state may administratively revoke the certificate of...

§ 48-249-1127. Delivery of Articles or Certificate of Authority to Licensing Authority - A domestic PLLC may not render professional services in this...

§ 48-249-1129. Rules - Each licensing authority is empowered to promulgate rules expressly authorized...

§ 48-249-1130. Jurisdiction of Licensing Authority - This part does not restrict the jurisdiction of a licensing...

§ 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...

§ 48-249-1132. Reservation of Power to Amend or Repeal - The general assembly has the power to amend or repeal...

§ 48-249-1133. Applicability — Savings Clause - Section 48-249-1002 applies to domestic PLLCs, including domestic PLLCs formed...