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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 1 - General Provisions
§ 48-249-103. Notice.
Universal Citation: TN Code § 48-249-103 (2017)
- (a) 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 is effective, if it is reasonable under the circumstances. Such notice may be communicated to or by an LLC, or to a foreign LLC, in person; by telephone, telegraph, teletype, electronic mail or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by publication in a newspaper of general circulation, or by radio, television or other form of public broadcast communication, published or broadcast in the county where the principal executive office of the LLC is or was last located, or in such other geographic areas as may be required under the LLC documents.
- (b) Effectiveness of notice. Written notice by a domestic LLC to its managers, directors, officers, employees, agents, members and holders of financial rights, as applicable, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the recipient's address shown in the LLC's current records.
- (c) Notice to LLC. Written notice to a domestic LLC, or a foreign LLC authorized to transact business in this state, may be addressed to its registered agent at its registered office or to the domestic or foreign LLC or its secretary, if any, at its principal executive office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the principal executive office).
- (d) General effectiveness of written notice. Except as provided in subsection (b), written notice, if in a comprehensible form, is effective at the earliest of the following:
- (1) When received;
- (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
- (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
- (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
- (e) Oral notice. Oral notice is effective when communicated, if communicated in a comprehensible manner.
- (f) Notice by publication or broadcast. Notice by publication or public broadcast, as provided in subsection (a), is effective upon publication or broadcast, as applicable.
- (g) Governing requirements. Notwithstanding this section, if another provision of this chapter prescribes notice requirements for particular circumstances, those requirements shall govern.
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