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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 209 - Amendment of Articles
§ 48-209-105. Restated articles.
Universal Citation: TN Code § 48-209-105 (2017)
- (a) An LLC's board of governors may restate its articles at any time with or without member action.
- (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in § 48-209-103.
- (c) If the board of governors submits a restatement for member action, the LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
- (d) An LLC restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the LLC and the text of the restated articles, together with a certificate setting forth:
- (1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or
- (2) If the restatement contains an amendment to the articles requiring member approval, the information required by § 48-209-104.
- (e) If the restatement contains an amendment to the articles, it shall be designated in the heading as "Amended and Restated Articles."
- (f) The restated articles must contain all the requirements of articles as set out in § 48-205-101.
- (g) Duly adopted and restated articles supersede the original articles and all prior amendments thereto.
- (h) The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by subsection (d).
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