§ 48-249-101. Short Title
This chapter shall be known and may be cited as the “Tennessee Revised Limited Liability Company Act.”
§ 48-249-102. Chapter Definitions
As used in this chapter, unless the context otherwise requires: “Annual report” means the form required by § 48-249-1017; “Articles” or “articles of organization” means, in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company […]
§ 48-249-103. Notice
General; Methods of notice. Notice under this chapter or under the LLC documents, to an LLC or to a foreign LLC authorized to transact business in this state, or by an LLC to its managers, directors, officers, employees, agents, members and holders of financial rights, as applicable, shall be in writing, except that oral notice […]
§ 48-249-104. Purposes and Powers
Any lawful purpose. Every LLC has the purpose of engaging in any lawful business, unless a more limited purpose is set forth in its LLC documents. Regulation by another statute. An LLC engaging in a business that is subject to regulation under another statute of this state may form under or elect to be governed […]
§ 48-249-105. Ultra Vires Actions
Limit on power to challenge. Except as provided in subsection (b), the validity of an LLC’s action may not be challenged on the ground that the LLC lacks or lacked the power to act. Challenge of power. An LLC’s power to act may be challenged in a proceeding by: A member against the LLC to […]
§ 48-249-106. Llc Name
Name requirements. An LLC name and, to the extent required by this section and § 48-249-903, a foreign LLC name: Shall contain the words “limited liability company,” the abbreviation “L.L.C.” or “LLC,” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided, further, […]
§ 48-249-109. Registered Office and Registered Agent
Registered office and agent. Each domestic and foreign LLC shall continuously maintain in this state: A registered office, which may be the same as any of its places of business; and A registered agent, who may be an individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC or […]
§ 48-249-110. Change of Registered Office or Registered Agent
Change in registered office or agent by LLC. A domestic or foreign LLC may change its registered office or registered agent by filing a statement of change with the secretary of state that sets forth: The name of the domestic or foreign LLC; If the current registered office is to be changed, the street address […]
§ 48-249-111. Resignation of Registered Agent
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 […]
§ 48-249-112. Service on Llc
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. Secretary of state is default agent. Whenever a domestic or foreign LLC authorized […]
§ 48-249-113. Procedure for Service on Domestic or Foreign Llc by Service on Secretary of State
Service on secretary of state. When the secretary of state is an agent for a domestic or foreign LLC, as provided in § 48-249-112(b), service on the secretary of state of any process, notice or demand shall be made by delivering the original and one (1) copy of such process, notice or demand to the […]
§ 48-249-114. Personal Liability
Limited liability rule. Except as provided in subsections (d) and (f): The debts, obligations and liabilities of an LLC, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the LLC; A member, holder, director, manager, officer, employee or other agent of an LLC does not have any personal obligation, […]
§ 48-249-115. Indemnification
Definitions. As used in this section, unless the context otherwise requires: “Expenses” means, without limitation, counsel fees; “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding; “LLC” includes any domestic LLC and […]
§ 48-249-116. Llc as Legal Entity
An LLC is a legal entity distinct from its members.