2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 10 - Miscellaneous
48-249-1002 - Applicability; Savings clause.

48-249-1002. Applicability; Savings clause.

(a)  Effective date; Savings clause. 

     (1)  The provisions of this chapter apply to:

          (A)  Every domestic LLC formed on or after January 1, 2006;

          (B)  Any domestic LLC that was formed prior to January 1, 2006, and that has elected to be governed by this chapter pursuant to subsection (b); and

          (C)  The outstanding and future interests in the respective domestic LLCs described in subdivisions (a)(1)(A) and (B).

     (2)  If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then, to the extent such provisions are inconsistent with or different from this chapter, such provisions shall prevail.

(b)  Voluntary election by pre-2006 LLCs.  On or after January 1, 2006, a domestic LLC formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, may voluntarily elect to be governed by this chapter by amending its articles of organization to include the statement “This LLC elects to be governed by the Tennessee Revised Limited Liability Company Act,” or a statement of like import. Such election and amendment to the articles of organization shall be approved by consent of all the members of the domestic LLC.

(c)  Governance of pre-2006 LLCs.  Any domestic LLC that was formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, and that does not voluntarily elect to be governed by this chapter pursuant to subsection (b), shall continue to be governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title.

(d)  Foreign LLCs.  The provisions of this chapter apply to every foreign LLC that first files an application for a certificate of authority on or after January 1, 2006, to every foreign LLC that registers a name in this state on or after January 1, 2006, and to every foreign LLC that has registered a name in this state prior to January 1, 2006, pursuant to the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title. With respect to each foreign LLC that first filed an application for a certificate of authority prior to January 1, 2006, the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, shall apply to such foreign LLC until the due date of the first annual report required to be filed by such foreign LLC on or after January 1, 2006, after which due date this chapter shall apply to such foreign LLC, except that such foreign LLC shall not be required to obtain a new certificate of authority.

(e)  Pre-2006 proceeding preserved.  This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title.

[Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 50, 51.]