2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 219 - Powers of Estate of Deceased or Incompetent Member
§ 48-219-101. Powers of estate of a deceased or incompetent member.
- (a) General Rule. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or other legal representative, except as otherwise provided in the articles or operating agreement, may exercise all of the member's rights, except voting rights, for the purpose of settling the estate or administering the member's property. If a member is a corporation, trust, or other entity and is dissolved, terminated, or placed by a court in receivership or bankruptcy, the powers of that member, except as otherwise provided in the articles or operating agreement, may be exercised by its legal representative or successor, except the interest shall be a non-voting interest.
- (b) When Membership Is Terminated. If an event referred to in subsection (a) causes the termination of a member's membership interest and the business of the LLC is continued, then:
- (1) As provided in § 48-216-101(c), the terminated member's interest will be considered to be merely that of an assignee of the financial rights owned before the termination of membership; and
- (2) The rights to be exercised by the legal representative of the successor will be limited accordingly.
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