2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 1 - General Provisions
48-249-104 - Purposes and powers.

48-249-104. Purposes and powers.

(a)  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.

(b)  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 by this chapter, only to the extent not prohibited by, and subject to any limitations of, the other statute.

(c)  General powers.  An LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power to:

     (1)  Sue and be sued, complain and defend in the LLC's name;

     (2)  Make and amend an operating agreement with its members, not inconsistent with its articles or with the laws of this state, for managing the business and regulating the affairs of the LLC;

     (3)  Purchase, receive, lease or otherwise acquire, own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

     (4)  Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of, or grant a security interest in, all or any part of its property;

     (5)  Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in, and deal in and with shares or other interests in, or obligations of, any other entity;

     (6)  Make contracts, including without limitation, contracts of guaranty and suretyship, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other rights or securities of, or other interests in, the LLC, and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property;

     (7)  Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

     (8)  Be a promoter, partner, member, shareholder, associate, trustee or manager of any partnership, joint venture, trust or other entity;

     (9)  Conduct its business, locate offices and exercise the powers granted by this chapter, within or without this state;

     (10)  Elect or appoint directors, managers, officers, employees, and agents of the LLC, as applicable, define their duties, fix their compensation, lend them money and credit, and guarantee debt, or act as surety on their behalf;

     (11)  Pay pensions and establish pension plans, pension trusts, profit-sharing plans and retirement or welfare benefit or incentive plans, for any or all of the current or former members, directors, managers, officers, employees and agents of the LLC, or any of its affiliates;

     (12)  Make donations for the public welfare or for charitable, scientific or educational purposes;

     (13)  Make payments or donations, or do any other act not inconsistent with law, that furthers the business and affairs of the LLC;

     (14)  Procure, for its benefit, insurance on the life of any of its existing members, holders, directors, managers, officers or employees or other agents for any lawful purpose, including, without limitation, for the purpose of acquiring, at a member's or holder's death, the membership interest or financial rights owned by such member or holder of financial rights, as applicable, and to continue any such insurance after the LLC's relationship with the insured terminates;

     (15)  Accept gifts, devises and bequests, subject to any conditions or limitations contained in such gift, devise or bequest, so long as such conditions or limitations are not contrary to any provisions of this chapter, or the purposes for which the LLC is formed;

     (16)  Accept contributions under § 48-249-301; and

     (17)  Have and exercise all other powers necessary or convenient to effect any or all of the purposes for which the LLC is formed.

[Acts 2005, ch. 286, § 1.]