2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 2 - Formation, Articles of Organization and Operating Agreement
§ 48-249-203. Operating agreement.
- (a) General. Except as otherwise provided in § 48-249-205, all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers and the LLC, as applicable. Persons other than members, including holders of financial rights, may, but need not, also enter into the operating agreement. The LLC also may be a party to the operating agreement. An operating agreement may be entered into either before, after or at the time of filing of articles of organization, and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the LLC, or at a later time or date provided in the operating agreement. Except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise, an operating agreement need not be in writing. The written provisions of an operating agreement need not be set out in a single integrated document.
- (b) Judicial remedy. A court of equity may enforce an operating agreement by injunction, or by other equitable relief determined by the court, in its discretion, to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when § 48-249-601 is applicable, a court of equity may conduct or continue the dissolution, winding up and termination of the LLC.
- (c) Single-member LLC. An LLC with a single member may adopt, and, if so, shall be bound by, an operating agreement between the member and the LLC.
- (d) LLC bound. An LLC is bound by the provisions of an operating agreement, even if the LLC is not a signatory to the agreement.
- (e) Binding on subsequent members and holders. The articles or the written provisions of an operating agreement of an LLC adopted under subsection (a) may provide that the written provisions of the LLC's operating agreement shall be binding upon a person who thereafter becomes a member or holder, without executing an existing operating agreement, if the new member or holder otherwise complies with the conditions for becoming a member or holder, as set forth in the LLC documents of such LLC.
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