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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
§ 48-249-205. Waivable and nonwaivable provisions.
Universal Citation: TN Code § 48-249-205 (2017)
- (a) Provisions generally waivable. To the extent the LLC documents do not otherwise provide, this chapter governs relations among the members, holders of financial rights, managers, directors, officers and the LLC, as applicable. It is the express intent of the legislature of this state that members of an LLC may modify, alter or waive any provisions of this chapter in the LLC documents, except as otherwise set forth in subsection (b).
- (b) Nonwaivable provisions. The LLC documents may not:
- (1) Vary the requirement under § 48-249-102(6) that a director be an individual or vary the requirement under § 48-249-102(23) that an officer be an individual;
- (2) Vary the notice requirements under § 48-249-103, or under the other provisions of this chapter, in a manner that is manifestly unreasonable;
- (3) Vary the requirements with respect to the LLC's name under § 48-249-106;
- (4) Vary the requirements under § 48-249-112(c), regarding the Workers' Compensation Law, compiled in title 50, chapter 6;
- (5) Eliminate or vary the potential for personal liability under § 48-249-114(a)(2) or (d);
- (6) Eliminate or vary the restrictions on indemnification in § 48-249-115(i)(1)(A), (i)(1)(B) or (i)(1)(C);
- (7) Eliminate or vary any restrictions in § 48-249-202(b)(1)(C)(i), (b)(1)(C)(ii) or (b)(1)(C)(iii), on the elimination or limitation of the personal liability of a director under § 48-249-202(b)(1)(C);
- (8) Eliminate or vary this section;
- (9) Eliminate or vary the restrictions on distributions in § 48-249-306;
- (10) Eliminate or vary the liability for unlawful distributions in § 48-249-307;
- (11) Authorize a director to appoint a proxy;
- (12) Unreasonably restrict a right to information or access to records under § 48-249-308;
- (13) Eliminate the duty of loyalty under § 48-249-403(b)(1) or (b)(2), but the LLC documents may:
- (A) Identify specific types or categories of activities that do not violate the duty of loyalty under § 48-249-403(b)(1) or (b)(2), if not manifestly unreasonable; and
- (B) Specify the number or percentage of members, disinterested managers or disinterested directors, which may be greater or lesser than the number or percentage required under § 48-249-404, if applicable, that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
- (14) Unreasonably reduce the duty of care under § 48-249-403(c), (h)(2), (i)(4)(B), (i)(4)(C), (j)(2) or (j)(3);
- (15) Eliminate the obligation of good faith and fair dealing under § 48-249-403(d), but the LLC documents may determine the standards by which performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
- (16) Eliminate the obligation of good faith under § 48-249-403(i)(4)(A) or (j)(1), but the LLC documents may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
- (17) Vary the right to expel a member in an event specified in § 48-249-503(a)(6);
- (18) Vary the requirement to wind up the LLC's business in an event specified in § 48-249-601(a)(5);
- (19) Eliminate or vary the provisions of § 48-249-401(f)(7), part 10 or part 11 of this chapter;
- (20) Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; or
- (21) Otherwise vary or restrict any rights of any other person under this chapter, other than rights of a manager, director, officer, employee, agent, member or holder of financial rights.
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